Episode 1: Never Judge a Hyena by Its Spots

Episode 1:

Never Judge a Hyena By Its Spots

It wasn’t long ago since the first and newly formed Pony Guard was formed. Together with their teamwork combined they were all able to help maintain peace in both the Pride Lands and Equestria. Every week Twilight was able to find a friendship lesson along the way to report to her mentor Princess Celestia while Kion gets the satisfaction of a job well done working with Twilight.

One day, the oryxes are running for the lives, once again because of Janja and his hyenas who are all hungry as always.

Even though Janja and his hyenas do have their rights to hunt, as evidenced in their attempted massacre of the gazelles, they have a really bad habit of taking more than their fair share which can potentially disturb the balance of the Circle of Life.

“Come boys! It’s lunchtime! And I’m starving!” Janja told his two hyena companions who were trailing right behind him as they close in on the oryxes.

“I’m always starving!” Chungu commented as Cheezi also shared their excitement just as they were about to close in on their prey.

But before their teeth could lock in for the kill…

“Hyenas!” Kion called out stopping the trio in their tracks as he and his team along with the Mane Six and Spike all appear alongside with them. “I told you to stay out of the Pride Lands!”

“Did you now? My stomach keeps forgetting.” Janja dismisses the warning as he eyes the six ponies in front of him. “Especially when there are colorful meals right in front of us.”

“His stomach forgets.” Chungu cluelessly says to Cheezi. “That’s a good one.”

“Keep talking like that and you’ll be hearing colorful words you’ll never forget.” Rainbow Dash threatened with raised hooves.

“Oh.” Cheezi said just as clueless in response to the peasus’s threat. “That’s even better considering how very colorful you are.”

“GO!” Kion yelled out to the hyenas having enough of their antics which caused them to flinch in response.

“Oh no.” Janja said in worry seeing they have to cut their losses as he leads his companions away and back to the Outlands.

“That cub’s got no sense of humor.” Cheezi remarked as they ran away. “I mean that colorful joke was pretty good.”

“Lion Guard. Girls. Calm the herds.” Kion instructed the team as he turned to the rainbow-colored pony. “Rainbow and I will take care of these guys.”

“You got it!” Fuli said in reply as she and Twilight lead the way to do so.

“Applejack! Pinkie Pie! Round them up!” Twilight called out to the earth ponies.

“Yes sir ma’m sir!” Pinkie saluted as the two sprang forward to do so and the farm pony got her lasso ready to go.

“Come on, little doggies!” Applejack shouted as she circled her lasso around the herds to allow Twilight and Fuli to head them off and slow them down while Fluttershy flies in to get them to calm down with Rarity using her magic to help slow them down.

“We’re leaving? But what about lunch?” Chungu asked his leader as if he is forgetting the lion and peagsus in question is the reason why they have to leave as they close in on the trio.

“All of the sudden, I’m not so hungry.” Janja returned as they have bigger things to be concerned about.

“But Janja? You said you were starving.” Cheezi stupidly replied.

“Just run, furbrains.” Janja simply shut them up as they cross a weak tree log over a large flowing stream that defines the borders between the Pride Lands and the Outlands as Kion stops his pursuit halfway across the log.

“That’s right back to the Outlands! NOW!” Kion again shouted in their direction as the run back into the Outlands as Rainbow speeds ahead and plows into the trio to knock them off their feet.

“And don’t come bucking back!” Rainbow added as she used her super-speed to entrap the three into a rainbow twister before using her wings to push wind in their direction to send the spinning top-like twister away into the Outlands. “Yeah, that’s right!” He triumphantly yelled out with pumped fists.

Unfortunately, the strong wind combined with Kion’s powerful shout caused the log under the cub to give away sending him into the stream as he then struggles before clinging onto one of the broken pieces for safety.

“Kion!” Rainbow shouted in his direction as he flies down and grabs ahold of him by the shoulders in an attempt to pull him to safety.

Elsewhere the herds have just been calmed down with all of the oryxes all now slowly walking now that they are all safe.

“That’s right. Easy there.” Beshte assured the oryxes as they walk to a complete stop as he and Bunga walk alongside them.

“You’re all safe and you all have nothing to worry about.” Fluttershy also assured them as she places a hoof on one of their back’s to further calm them down.

“Great job, Fluttershy!” The hippo commended her. “Who knew you had a way with animals here.”

“Oh, it was nothing.” Fluttershy lightly blushed. “I just really love them and know how to reach out to them. Of course I couldn’t have done it without Applejack and Pinkie.” She said in their direction as the cowgirl winks an eye with a lasso in her mouth while the party pony sports a wide grin in celebration of their accomplishment.

“That’s true.” Ono had no arguments there as both Twilight and Fuli both make sure the herd stops in front of them. “She sure does.”

“And that there sure was another workout there.” Applejack said as she wiped the sweat away from her brows.

“I’ll say.” Rarity agreed as she used her magic to conjure a towel to wipe the sweat away from her face. “And now I got clean myself up again.” She complained.

“Rarity, we all knew what we were getting into when we agreed to help protect the Pride Lands.” Twilight said to remind her friend that she has nothing she can complain about.

“That’s right.” Pinkie spoke up. “We all Pinkie Promised!” She then got deadly serious. “And nobody but nobody breaks a Pinkie Promise!”

“Why’s that?” Bunga questioned.

“You don’t want to know.” Pinkie said as she got in the honey badger’s face.

“Okay…” Bunga felt uneasy by the party pony’s seriousness as he changed the subject to the oryxes in question. “But what’s important is now that Kion and Rainbow have both chased those hyenas back into the Outlands you are all safe.” Bunga also added as the task was nothing they couldn’t handle.

“Speaking of which…” Fuli brought up seeing they aren’t back yet. “…They should be back by now.”

“Ono.” Twilight called out to the egret. “Check in on them!”

“Affirmative.” Ono immediately set out to do so.

He looks around and then catches his sight on Kion hanging for dear life as Rainbow tries her hardest to steer him clear of impending danger.

“Hapana!” He shouted before returning to the others. “Everyone! Kion’s in trouble!”

The others all run over to the stream as they see that Rainbow can only keep him afloat while steering him in the right direction.

“Kion!” Bunga called out as Rainbow steered him away from another sharp rock. “Hang on Kion! We’re coming!”

“Little B Don’t” Beshte urged him against jumping in the river. “The current’s too strong.”

Alas, Bunga didn’t listen as he jumped into the river. But before he could taste the drink he was stopped in a magic aura courtesy of Twilight who gives him a disapproving look. Bunga simply gives a nervous smile.

“Thanks.”

“Don’t mention it.”

“No really I mean…”

“Ever.”

Ono then flies over to where Rainbow Dash is still steering Kion as the current still flows very strongly.

“Hang in there Kion.” Ono said as he briefly flew in close to let him know he has help on his side.

“Don’t worry! I got this!” Rainbow assured him as he continues to hold onto the cub.

Unfortunately straight ahead were more straight rocks as the river flow got faster as Rainbow started to lose his grip as Kion then slipped and sunk underwater as the log went under as well.

Thinking quick Rainbow dived in and pulled Kion up to the surface and worked his way to swim them to the nearby rocks on the other side of the river.

“Thanks.” Kion thanked her as they both climbed to safety before groaning on the ground.

“Don’t mention it.” Rainbow returned as she got up and shook herself dry.

“Kion! Are you all right?” Bunga called out as the others caught up from the opposite side.

“A little wet but we’re okay.“ Kion called back.

“But look you’re both over here in the Outlands.” Ono pointed out to the two as he landed before them.

“We can see that Ono.” Rainbow shook off his friend’s worries as Kion looked up at the rocks.

“And it looks like we can take that trail upriver.” Kion also said as he observed his surroundings. “Don’t worry Ono. I’ll be fine. Besides I don’t have much of a choice. I definitely can’t cross the river here. The water’s way too rough.”

“Lion Guard! Girls! Meet me at Flat Ridge Rock!” He then instructed the others. “I can cross the river there.”

“Huh?” Beshte asked in confusion.

“Flat Ridge Rock?” Fuli asked just as confused.

“Yeah, yeah, yeah! I know exactly where that is! Follow me!” Bunga spoke up as he started running off in the opposite direction as the rest of the Guard follows after him leaving the Mane Six confused as Applejack called out to them as they ran off ahead. “Wouldn’t it be easier if Rainbow Dash just flies you across the river?”

“Yeah!” Rainbow agreed with that notion as Kion moved aside before she can pick him up.

“I think I’ll manage.” Kion insisted he is fine with walking from here. “You all go on and help them make sure they do know where Flat Ridge Rock is.”

“If you insist.” Twilight called out not arguing with his decision before eyeing the blue Pegasus. “Rainbow Dash, you go with him. He sure could use a flying companion like you in the face of danger when he needs it.”

“With pleasure!” Rainbow replied with a salute while the others head on out before Kion could object to this leaving them with Ono.

“Are you sure about this?” Ono still felt uncertain about him wanting to travel to the Outlands.

“Of course!” Rainbow brushed off his concerns. “Those hyenas wouldn’t know what hit them if we ever come across them again.”

Kion couldn’t help but chuckle at Rainbow’s brash and daring nature as it reminds him of his father when he was young.

“We’ll be fine, Ono. Besides I got Rainbow Dash accompanying me.” Kion again assured him. “Now go meet up with the others.”

“Affirmative!” Ono then said as he respected his leader’s wishes. “Guys, wait up!”

As soon as Ono leaves, Kion starts making his way up the trail by climbing up the rocks while Rainbow follows after him by flying up.

The Lion Guard is now making their way through the forest by the time the girls have caught up to them.

“C'mon! C'mon!” Bunga urged the guard to follow him. “We don't want Kion waitin' up at Flat Ridge Rock, wondering where we are.” He then looks ahead before groaning seeing this is not what he is expecting to see.

“What's wrong, Little B?” Beshte questioned.

“Uh, nothing.” Bunga lied through his teeth.

“You don’t know where you’re going do you?” Twilight said figuring this would happen.

“What are you talking about? Of course, I know. It's this way! Huh?” Bunga asserted otherwise as he desperately looks around” He then turned ahead as the girls stayed put while the Guard follows behind.

“I’m giving him a minute before he admits it.” Applejack said as the others nod in agreement as they all know he is lying.

“Ow. Wait, no, no, no, no. It's this way!“ He then said as he came across and woken up a red Egyptian cobra with small purple marks on his back.

“Going somewhere, Bunga?” The cobra Ushari venomously hissed.

“Nope! Gotta be this way. Well, it's one of these ways.” Bunga then pressed forward as now the Guard is stopping in their tracks coming to see that the ponies were right to do so.

“Who was that?” Fluttershy asked.

“A cobra who I’ve come across quite a few times.” Bunga said as he looked ahead.

“Too bad Kion's not here to lead us.” Beshte voiced to his thoughts hoping they can get back on the right track.

“Do you even know where we are?” Ono popped the question.

“Sure! Uh... We're lost!” He admitted as everyone sighed in annoyance.

“Of course this would happen.” Twilight voiced in dull deadpan surprise.

In the Outlands, both Kion and Rainbow Dash head down the trail. Rainbow quickly sees small pebbles flying down onto them to which she used her wingpower to brush them aside before they could land on either of them.

Both stopped and looked around as the lion cub sniffs around after he barely dodged another small handful of pebbles as Rainbow clearly has the funny feeling in her gut they are being watched.

“I don’t know about you but I’ve got a funny feeling were being followed.” Rainbow said in suspicion as she looked around. “All right! Whoever’s out there show yourself because you don’t know who your messing with.” She shouted out as she looked around in flight before finally hearing a voice right behind her.

“Hello!” Said female voice came from a hyena who unlike the other hyenas had a slight purple tint color on her fur along with blue eyes. “Surprise!”

Kion gasped along with the rainbow maned peagsus as she too flinched before pumping her fists up ready for a fight.

“Didn't know I was up here. Did ya?” She returned to the wandering duo.

“No, I...” The lion stammered as he regained his composure. “I knew you were there the whole time....Hyena.” He glared at her with disdain towards her kind as Rainbow got in between them.

“Not a step closer.” She warned her with a tone that she is ready to pound her if she did anything to her friend.

“Now, now, no need to get all hot-headed on me, Rainbow Dash. The most loyal member of the Pony Guard.” She returned as she laughed off her threat as she turned to Kion. “And yes, I am a hyena all right. You lions are so clever!” She further laughed in amusement. “Especially you, Kion. Leader of the Lion Guard.”

“You know us?” Kion asked in surprise.

“Just by reputation.” She smugly answered as she eyed the frowning Pegasus’s rainbow colored mane and cutie mark. “The rainbow colored mane and tail is a giveaway. Along with the mark on your bottom as well as the mark on your shoulder's a giveaway, though.” She then said in the lion’s direction while focusing on the Mark of the Guard.

“So, you're not in Janja's clan?” Kion asked feeling confused that she hasn’t made a move against them.

“Janja? Yeah, that's a good one.” She laughed it off as a joke again before getting down to the ground to the cub’s eye level as Rainbow again gets in between them while giving her the stink-eye as a warning. “What are you two doing in the Outlands? Not exactly your territory.”

“We’re going to Flat Ridge Rock,so I can get back to the Pride Lands. If that's okay with you, hyena.” Kion said in a somewhat aggressive tone.

“The name's Jasiri.” She voiced her name feeling somewhat put off by his condescending attitude. “And if you are headed back to the Pride Lands, you're going the wrong way.”

“Uh-huh. And we should trust a hyena because...” Rainbow asked as she and Kion share the same skepticism to trust her.

“Because I want you two out of my territory.” She replied as she and Rainbow still exchange looks of disdain towards each other.

“Good. I want out of your territory.” Kion gladly voiced his pleasure to do so as she and Rainbow turned away in the opposite direction.

“Then you're going the wrong way!” The hyena smiled as she followed after them from an unnoticeable distance.

In the Pride Lands, the others just managed to get out of the woods through Ono and Twilight’s guidance

“Thanks for getting us outta the woods, Ono. You too Twilight.” Beshte thanked the two.

“No problem. But I don't know which way to go from here. I've never been to Flat Ridge Rock.” Ono then voiced his uncertainty of where to go from here.

“Neither have I.” Beshte said.

“Me neither.” Fuli also said.

“Well, it's probably around here somewhere.” Bunga voiced that the place exists somewhere nearby.

“All I see are grass, trees, and zebras.” Beshte said as he looked around to their surrondings much to Fuli and Twilight’s exasperated groans.

“Ugh! I can't believe we don't know where to go! We're the Lion Guard!“ Fuli voiced her frustrations as she sat down. “This never happens when Kion's around!”

“Easy, Fuli.” Beshte urged the cheetah not to get frustrated. “We just need to ask somebody for directions.”

“Or how about letting me lead the way.” Twilight offered but before she could say anything a zebra appeared before them.

“Hello, Lion Guard. I couldn't help but overhear. You need directions?

“Yeah, we do! Do you know where Flat Ridge Rock is?” Bunga asked.

“Flat Ridge Rock? Oh! Is that near Ukuni Woods? Or Big Springs?” The zebra cluelessly asked.

“We don't know where it is. That's why we're asking you!” Fuli irritably responded.

“I see. Well, that's too bad. I'm not sure where it is. Now, where was I going?”

Twilight groaned in exasperation as she face-hoofed herself as the rest of the Mane Six just shake their heads in annoyed disappointment.

“Uh, maybe back to your herd?” Beshte suggested.

“Oh yes, of course! Thank you!” The zebra then trotted off happily.

“Zebras.” Ono shared Twilight’s annoyance with him. “They never know where they're going.”

“No really.” Twilight sarcastically commented.

“Hey! We could ask Mbeya the Rhino! He knows the Pride Lands like the back of his horn.” Beshte then suggested after getting another idea.

“Great. Any idea where we can find Mbeya?” Fuli voiced immediately on board with the idea.

“This time of day, Mbeya usually hangs out at the Watering Hole.”

“Um, guys.” Twilight spoke up as if they are forgetting something.

“Just let us try this out and if it doesn’t work out we’ll follow your lead.” Beshte urged her to give them another chance.

Twilight was about to argue but then thought “They are learning more about the Pride Lands as much as we are, so this might be a good learning experience.”

“All right.” Twilight relented as Bunga cheered.

“Yeah! Watering Hole, here we come.”

Before Bunga could walk off Twilight stopped him with him magic again.

“Ono, you lead this time.” Fuli said to the egret.

“Affirmative! Follow me!” Ono obeyed as he led the way while Twilight keeps her magical grasp on the honey badger as they head on out in that direction.

“Um, you can let me go now.” Bunga tried to urge the lavender mare it’s okay now.

“Not a chance.” Twilight simply refused as the others didn’t even try to argue with her there.

“I was taking a shortcut.” Bunga tried saying to no avail.

“Sure you were.”

Meanwhile both Kion and Rainbow Dash make their way up the path they are on and as Kion climbs up on another rock he notices Jasiri is still behind them.

“Still following us?”

“You're still ignoring my advice.”

“About going the wrong way?” Kion scoffed at the notion as they pressed forward up the nearby hill. “I'm pretty sure I'm heading towards Flat Ridge Rock.”

“Maybe so, but you can't get there on this trail.” She said as she followed them.

“Oh, yeah? Why's that?” Rainbow asked as they got to the top of the hill.

“The trail ends. Here!”

“What? Whoa...” Kion said in surprise as he found himself falling over the cliff and into a thorn bush below with Jasari laughing in amusement as she and Rainbow head down the cliff.

“Heyvi kabisa!” Kion said in alarm feeling he is in trouble now as the hyenas approaches her like he is her prey.

Elsewhere, the others are waiting at the pond where Beshte is talking to his friend.

“How long can it possibly take to ask for directions to Flat Ridge Rock? They've been talking forever!” Fuli asked with a groan starting to feel impatient.

“Beshte does like to talk.” Bunga answered as he sees the party pony joining in. “And so does Pinkie Pie.”

“Ono. Get the two on over here so we can get moving.” Twilight said to the egret while keeping her patience in check.

“You got it, Twilight.” He obeyed as he flew over to the two. “Sorry to interrupt. But Beshte? Pinkie? We have to meet Kion? At Flat Ridge Rock?”

“Oh yeah! Guess we better get going.” Beshte then said after realizing he was going on longer than he should have. “See you later, Mbeya.”

“Later, Beshte. Nice to meet you Pinkie Pie.”

“Pleasure’s all mine.” Pinkie happily said as she bounced away and towards the others.

“So? What did he say?” Fuli asked.

“You won't believe it. Remember that heatwave we had yesterday?” Beshte began recalling his past fun.

“Yeah, I remember. It was hot and it frizzed my mane up. Now what did Mbeya say?” Rarity said now wanting to know where they need to go.

“He forgot to cover himself in mud!” Beshte said as he laughed.

“Why would Mbeya want to cover himself in mud, Big B?” Bunga asked.

“That's how rhinos avoid sunburn. Common knowledge, really.” Ono dully answered.

“Duh.” Pinkie replied. “After all red would not be a good color on them.”

“I think what she meant was what did Mbeya say about the directions?” Applejack asked.

“Applejack, you don't need directions to cover yourself in mud. Just find a nice mud puddle and roll in it.” Beshte laughed it off thinking it was still about the little mud fun.

“Argh!” Twilight groaned in annoyance as she face-hoofed herself again. “Not directions for mud bathing. Directions for getting to Flat Ridge Rock!”

“Oh, yeah! The directions to Flat Ridge Rock!” Beshte remembered but then realized… “I forgot to ask. Be right back.”

While both Twilight and Fuli share the same twitchy eye shock at this everyone else groaned in annoyance again that simple directions is so difficult to achieve around here.

“Yeah. Kion would never forget something like that.” Bunga said seeing the impact going without their leader has on them as Twilight is trying really hard along with Fuli in being patient about all of this.

As Kion looks on as Jasiri closes in on him Rainbow flies down just floating over the thorns having a difficult time freeing Kion without pricking her hooves.

“Hold still, this won't hurt at all.” Jasiri said as she bared her teeth… and then pried a piece of thorny branch away while spitting it out.

“Hey, what are you doing?” Kion asked looking on confused as much as Rainbow Dash.

“Getting you out of this thorn bush. If you'd just hold still!” Jasiri answered as she struggled a little to remove the branches trapping him.

“What? Why would you help us?” Kion asked in surprise that she would do that.

“Yeah. You're a hyena.” Rainbow also shared the same surprise as she is not sure how to approach this.

“You lions really do think all hyenas are bad!” Jasari commented on their ill judgement.

“All the ones we've met are.” Kion answered.

“Like Janja, Cheezi, and Chungu?” Jasari figured as she pries away another twig. “Well, obviously, I'm not like them. For one thing, they're males, which means they're foolish. No offense.” She then said as the only male between her and Rainbow looks on taking offensive to that remark.

“Not all males are foolish.” Kion said somewhat defensively.

“Says the male lion flat on his back, stuck in a bush.” Jasiri retorted as she chuckled as Rainbow couldn’t help but find it funny as she is laughed too.

“Looks like she got you there.” Rainbow commented as she and Jasari both pressed forward breaking apart the thorns and pricks to free Kion as he himself silently thought it was pretty funny now too.

Elsewhere, now that the others have finally gotten direction they all head downstream with Beshte and Twilight leading the way with the latter conjuring a magical force shield to keep the bugs away.

“Things would certainly go a lot better if Kion were leading us.” Ono voiced his displeasure at their difficult task.

“Yeah. But you gotta love all these flies!” Bunga said as he munched on them just outside of the force field while Rarity is also outside walking on the grass not wanting to get her hooves wet.

“Ugh. Yeah, gotta love 'em.” Rarity voiced her displeasure as she slowly trails behind due to her overly cautious approach downriver.

“Beshte, are you positive Mbeya said this is the way to Flat Ridge Rock?” Fuli asked from inside the bubble.

“Yep! 'Course, he also said he's never actually been there.” Beshte replied much to Fuli’s dismay as Twilight opens her force field to allow Ono to get a good look ahead where he spots a rock with a flat ridge up ahead.

“Everyone! There's a ridge up ahead with a flat rock on top of it! It's gotta be Flat Ridge Rock!”

“Zuka Zama!” Bunga said in excitement that they are all on track.

“Kion, here we come!” Pinkie also expressed her joy as Fuli races ahead.

“This time, I'll lead the way. Comin' through.”

As Fuli runs off ahead the others try keeping up with her as they all run together.

“Fuli, slow down! How can you lead us when we can't keep up?” Bunga called out as Rarity is the first pony left behind.

“Guys! Girls! Lady’s first remember!” She shouted as she ran through the muddy stream in order to keep up with them. “Ew! Ew! Ew! Ew!” She yelped as she pressed forward on got mud on her hooves. “Ew! Ew! Ew! Ew!”

Back at the thorn patch in the Outlands, Kion was finally able free himself with Rainbow and Jasari’s help and is now pulling out the last thorns stuck to his fur.

“Thanks... I guess.” He begrudgingly said.

“You guess?” Jasiri responded put off by that.

“Well, yeah!” Kion asserted in his reply back. “You could have told me the trail ended before I went over the hill!”

“Yeah. But then I wouldn't have seen the leader of the Lion Guard rolling down a hill!“ She then laughed as Rainbow couldn’t help but snicker behind her friend’s back.

Kion then shot a dirty glare at Rainbow after hearing her snickering behind his back who then wiped his amused smile off of her face while looking aside upon seeing him telling him in his mind that it’s not funny.

“Okay, you've had your laugh. Now we’re lost. Can you tell me how to get to Flat Ridge Rock?” He then said willing to at least hear her out.

“Follow that trail.It'll take you to Flat Ridge Rock. And back to your beloved Pride Lands.” She directed them to the path ahead of them.

“Thanks.” Kion gratefully said as she turned to Rainbow. “Come on, Rainbow Dash.” He then said as he groaned in slight pain as he found himself limping that did not go unnoticed by the hyena.

“You're limping.” She said in concern seeing him injured.

“I'm fine. Just a little sore from the fall. I can handle it.” Kion assured her it’s no big deal as she and Rainbow pressed forward.

“Okay, tell ya what.” She then offered feeling she went a little too far with her little joke. “It's kinda my fault you're hurt. So I'll stick with you until you can see Flat Ridge Rock.”

“Okay. I mean, if you want to.” Kion relented as she looked up to Rainbow. “Rainbow, that okay with you?”

“I suppose.” Rainbow agreed seeing no danger in Jasari. “But I got my eye on you.” She then said while giving her hoof motions that motion her thought.

“Don’t you worry, I won’t bite. After all, all I want is you two out of my territory!” Jasiri assured the fiery-headed peagsus that she won’t cross them while being a little more friendly and playful.

“Yeah, well, me too.” Kion said in agreement.

“Me three.” Rainbow also said as the three all pressed forward on the right trail this time.

The Guard and the Mane Six all finally got to Flat Ridge Rock although the ponies all had to catch their breath after all of that running while the rest of the Guard were worn down to exhaustion unable to run anymore and having to walk their with Ono resting on Beshte’s back while Rarity collapsed of exhaustion after running all the way over here.

“Whew. I don’t know about the rest of you but I feel like I bucked an entire orchard of apple trees on a farm.” Applejack said as she fanned herself with her hat after all of that running.

“Usually Rainbow Dash is the only one able to keep up with her speed.” Fluttershy commented as she heavily panted while feeling a lot of sweet due to her long mane as her tail sagged to the ground.

“Huh? Fuli?” Bunga voiced as they finally caught up to her and the ponies.

“Hi, guys. What kept you?” She nonchalantly asked them as she licked her paws. “I even had time to clean up.”

“Uh, Fuli? Usually Kion wouldn't get so far ahead that the rest of us have trouble keeping up.” Beshte kindly brought up to which greatly appreciated Fluttershy for his approach.

“Oh. Sorry, guys.” She apologized upon seeing her mistake. “Girls.” She then said in the sweat dripping pony’s direction.

“It’s all right. We are here and that’s what’s important.” Twilight voiced her pleasure that they were finally able to get here before Kion and Rainbow showed up as she recovered and caught her breath.

“Wait! This is Flat Ridge Rock?” Bunga said in surprise.

“Well, this rock is pretty flat.” Ono commented that it shouldn’t be a surprise.

“And it's on a ridge. So that means we’re here.” Twilight also commented with a matching dull tone. "If not then we must be on the other side of the Pride Lands by now." She sarcastically quipped.

“Oh, yeah, yeah, yeah! I know this place! I've been here hundreds of times! You know, there's a great shortcut we could have used!” Bunga voiced his thoughts as everyone including Rarity who just managed to get back up all glared at him.

“Bunga!” Everyone shouted at him.

“What?” Bunga cluelessly asked everyone.

“Just don’t. Okay.” Rarity said as she placed a hoof over his mouth to get him to understand the point everyone wants him to understand.

Meanwhile in the Outlands, the three travellers are all walking down the trail as they come across a lizard eating a bug.

“See that? That's the Circle of Life for you.” Kion said to the hyena.

“Wait. You think I don't know about the Circle of Life?” Jasiri voiced her surprise that he thinks she doesn’t know that.

“Well, you are a hyena.” Rainbow voiced in agreement with Kion as she walked alongside them.

“Look. I know Janja's clan is greedy and eats more than their share. But most hyenas respect the Circle of Life!” Jasiri voiced somewhat aggressive towards Rainbow who flinched in response. “We're the clean-up crews- picking up after all the sloppy eaters. We hyenas eat what you lions leave behind.”

“Oh.” Kion said surprised upon thinking about what she had just said. “I guess I never really thought about it like that.”

“Of course not.” She laughed it off. “You think hyenas and lions are so different. But we're not! We're more similar than you think, Kion. Sisi ni sawa.”

“You're saying we're the same?” Kion said with a raised eyebrow of skepticism. “No, I don't think so.” He then said still asserting his stance on the matter before breaking out into song.

Sisi Ni Sawa

He sang as he circled around the rock Jasari was sitting on before she took her turn.

She sang as she encouraged him to lighten up as Kion reluctantly follows her as he sings still not buying it.

Jasiri then sang as she and Kion looked at their reflections in the nearby water as Rainbow looks at her reflection as she begins to feel the same way as Kion as they both start to warm up to her as she dances along the trail before the former takes another turn singing to the tune before Jasiri takes another turn again.

As they both sing “Sisi ni Sawa.” together they find that Rainbow is also singing to the tune as well before singing a few lines while dancing to the beat as the three make the way further down the trail with Rainbow flying aerial moves as Kion climbs up the nearby rocks.

As they all danced to the beat the three all were singing “Sisi ni Sawa.” to the beat as they look at their reflections as they all dance in perfect sync before their song comes to an end.

Jasiri then sniffs as she smells something murky ahead.

“What's wrong?” Kion asked.

“We're in Janja's territory.” Jasiri answered. “And, believe it or not, we don't get along!” She laughed as Rainbow laughs too.

“I can only wonder why.” Rainbow jokingly said as Jasiri points to the direction up ahead.

“Don't worry. Flat Ridge Rock is right over there.You're almost home.”

“Asante, Jasiri. Thanks for your help.” Kion gratefully said to her.

“Yeah, thanks.” Rainbow also returned just as kindly and appreciative of her assistance.

“Sure.” Jasiri said as the two race off ahead. “Bye, Kion! Bye, Rainbow!”

Just as the two headed on up the hill Kion then stopped as he had something in mind for her.

“Hey, Jasiri! If you ever need our help...” He offered.

“Help? From a lion? From a pony.” She laughed off the idea thinking he’s joking. “That's a good one!”

“Okay.” Kion accepted her decision none of the less as he and Rainbow pressed forward uphill.

“Oh well.” Rainbow shrugged it off. “Even though we would’ve worked well together.”

Jasiri then made her way back as she got startled by pebble falling behind her as she turned back before heading forward...

...only to find herself nose to nose with Janja.

“Janja!”

“Well, well. If it isn't Jasiri. Thought I told you to stay off our turf!” He condescendingly greeted his rival.

“Just passing through.” She returned the favor while asserting she is not seeking trouble. “So move. Or do I have to move you myself?”

Cheezi and Chungu then appeared in front of her laughing at their single target.

“Big talk, coming from someone who's all alone!” Janja smugly remarked as Jasiri then turned around.

“Okay, I'll take another path.” Jasiri said as she prepared to walk in the opposite direction as the rest of Janja’s clan all appeared to block off her only other option.

“So, you figured out that only three of you didn't stand a chance against me.” She smirked seeing through Janja’s cowardice.

“C'mon, boys. Let's remind Jasiri what happens to someone who wanders into our part of the Outlands!” He lead his clan into cornering Jasiri.

“These are all the hyenas you got, Janja?” She commented to them just as Kion and Rainbow overhear the commotion.

“Jasiri?” Kion said as they turned their attention to her as Rainbow has her hooves ready to catch Kion if he slips or loses his grip.

“Me first!” Cheezi said as he charged first to which is meet with a head-butt to knock him into the rest of Janja’s clan which lead to the girl laughing in response.

“Who's next?” She said to the remaining hyenas after finding that an easy feat.

Janja then motioned Chungu to take a shot at her to which is met with Jasiri taking a few attempted bites at him to get him to lose his balance and topple onto the other remaining hyena by accident.

Janja then decides to pin her to the ground now having enough of her effortless attempts to fight back.

“Enough playing around.” He growled as the other hyenas got back on their paws just as they see a shadow looming over them.

Its Kion standing on the nearby rock overhead with Rainbow by his side with her hooves raised up ready to fight as the former leaps down and knocks the hyena away and off of his new friend with a single swipe.

“Kion? Rainbow Dash?” Janja voiced his shock upon seeing them come to her rescue.

“What are you doing here?” Jasiri asked just as surprised to see them as she got up.

“We’re here to help.” Kion happily replied.

“If you say so...” Jasiri relented as she, Rainbow, and Kion, take fighting stances as Janja’s clan closes in on them. “But I got 'em right where I want 'em!”

She then claws up dirt to throw in two hyena’s faces as they approach her which blinded them as she follows it up with two kicks to their faces.

“Yeah, I can tell.” Kion said while Rainbow looks further impressed with her fighting skills as they both tackle hyenas approaching them as they work together to take them down as Kion pounces on one of them while Rainbow follows it up with a punch to the face as she flies in close with Kion taking down the next one.

Just as Jasiri takes down another hyena she sees two hyenas attempting to sneak attack Kion.

“Kion! Behind you!” Jasiri called out to him who quickly turned around just as Rainbow used her super speed to tackle the one on his left in a zig-zag motion while Jasiri took the same zig-zag motion in taking down the other hyena.

“Nice move, Jasiri.” Rainbow complimented looking more impressed than ever before Kion quickly head-butted another hyena attempting to bite her head off.

“Thanks. You're both not so bad yourselves. For a lion. And a pony.” Jasiri kindly returned with a look of respect as they find themselves cornered again.

“Uh-oh. Looks like we're cornered.” Kion voiced that the clan is still standing strong against them as Janja reappears.

“Gotcha now!”

As the hyenas laugh hysterically as the three back away from the approaching clan, Kion sees he needs to use the Roar on them.

“Jasiri, get behind us! Now!” He commanded her as he placed a paw on her to stop her from trying to attack them again.

“What? Why?” Jasiri asked in confusion as Rainbow holds her back.

“Trust us.” Rainbow asserted her to listen to him as she gives her a look to back the lion up with.

“Can't believe I'm trusting a lion and a pony.” Jasiri grudgingly voiced as she gets behind them.

“Don't know why you're in the Outlands helpin' a hyena, Kion.” Janja voiced his confusion before it turns into a smirk. “But it's the last thing you're gonna do. Get 'em, boys!” He ordered his crew to sic-em as they prepare to finish them.

Just as Jasiri wonders what he is going to do she hears winds rustling as the clouds form into four lions as Kion unleashes the power of the Roar with Rainbow performing her super speed to enhance the Roar's powers on them which was heard from Flat Ridge Rock.

“Zuka Zama! Kion and Rainbow are in trouble!” Bunga said in alarm as they all raced forward towards the Roar’s direction to come to their rescue.

The hyenas are all blown back as Jasiri looks up astonished by the lion’s special roar as Rainbow gives her a “Told ya.” look.

“Uh. I hate that roar.” Janja groaned as he is met with the glaring cub right in front of him. “Come on, boys!” He ordered his crew to leave as they all run for their lives to retreat as Jasiri and Rainbow both laugh as the latter uses her super speed to wrap the clan into a rainbow twister to make sure they are all long gone.

“Look at 'em go! That was the funniest thing I've ever seen!” Jasiri laughed as they all run for their lives with Rainbow and Kion both laughing with her. “Okay, that roar thing? That is definitely something we don't have in common.” She then said to the young lion.

“I've seen you in action. You don't need a roar.” Kion returned.

“And that’s something I can say we have in common too.” Rainbow also returned as she shares a paw-hoof bump with the hyena. “Plus one more thing to know about the Dash is that having a friend like me always has your back no matter what.”

“You know, I never thought a lion or a pony would help a hyena.” Jasiri said as she playfully nudged Kion on the shoulder.

“Well, not all lions are alike.” Kion returned. “And that goes the same for ponies as well.”

“Sisi ni Sawa.” Rainbow kindly returned as Jasiri gives a warm smile in response to hearing that heartwarming reminder.

“He's over here!” Ono voiced as everyone arrives on the scene as Fuli already gets aggressive with the hyena unaware what has happened between them.

“Kion!” Bunga called out.

“Rainbow Dash!” Pinkie also called out as the hyena and cheetah get into a growling match with each other.

“Back off, hyena!” She aggressively glared at the hyena as she returned it in kind.

Before the two could duke it out Kion and Rainbow get in between them.

“Whoa! Whoa! Whoa! Whoa! Whoa! Take it easy! She's a friend!” Kion urged her to stand down.

“She is?” Fuli expressed surprise at this declaration.

“I... I am?” Jasiri shared the same sentiment as the ponies smile seeing this.

“Definitely.” Rainbow also voiced her support.

“But she's a hyena.” Bunga whispered his confusion.

“I know. But not all hyenas are like Janja. Some of them are good. She's one of them.” Kion further said to prove his point.

“Really?” Fuli asked in pleasant surprise.

“She got us through the Outlands.” Rainbow also said while turning to her pony friends. “And believe me like Kion I also had the same stance and thoughts before learning our lesson in the end and that new friends came from anyone with a loyal heart.”

“And they saved me from Janja and his clan.” Jasiri then said and returned that the kindness goes both ways.

“Well, any friend of Kion is a friend of ours.” Beshte smiled in support of this as Twilight approaches Jasiri.

“No matter what. We will always have your back.” Twilight said as she and Jasiri shared a hoof-paw-shake. “And thanks for helping them get to safety.”

“You should have seen her take on Cheezi and Chungu. She was fierce.” Kion voiced of how much he has grown to her.

“Really? Well in that case I like her already.” Rarity expressed her delight of seeing that their new ally capable of kicking butt. “You’ll have to show me some of your moves next time around.”

“We’ll see.” Jasiri said she’ll think about it as they all make their way out of the Outlands.

“Sure is nice having Kion help lead us again. Even if he is walking behind us.” Bunga said to Fuli as they all walked ahead of him as he sticks around with Rainbow and Twilight.

“Well, I better get back to my territory. I'm sure your roar doesn't scare off Janja forever.” Jasiri said as they share one last exchange before parting ways.

“If only!” Kion returned with a roll of his eyes while wishing that would be possible as Jasiri laughs in response before turning away.

“Bye, Kion. It's been fun.”

“Bye, Jasiri. Maybe I'll see you again sometime?” He voiced hoping that this won’t be a one-time thing.

“Not if I see you first!” She replied as she headed on back to the Outlands as Kion, Rainbow, and Twilight all catch up with the rest of their team.

“Hey, guys! Wait for me!” Kion called out as Twilight turns to Rainbow.

“And if you don’t mind Rainbow Dash…” Twilight began as she levitated a quill pen and paper ready to take notes. “If you could tell me all about your visit and the friendship lesson you had just learned.”

“Oh boy.” Rainbow groaned as she finds herself unable to refuse the mare’s request as she begins talking from the moment they were separated.

Author's Notes:

To start of the first season is the first of two episodes of the Lion Guard is of course the aforementioned titled episode where Kion who is accompanied with Rainbow Dash during their journey through the Outlands. And considering, that Rainbow is hot-headed and would be a pony who would view all hyenas bad after their experience with Janja and his clan she in my opinion fits in with the A-plot of this story.

As for the B-plot, since Twilight is the other co-leader of the Guard and is just learning about the Pride Lands as much as everyone else she is pretty much treating this as a learning experience while being as patient as she can be about it even if she feels it is a nuisance learning to know when to follow other's lead when the situation calls for it.

Next up is "The Rise of Makuu" where the Guard has to deal with the uprising of the antagonistic crocodile Makuu along with the chaos he and his new float ensue on everyone.

Episode 2: The Rise of Makuu

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Episode 2:

The Rise of Makku

During another patrol in the Pride Lands, the Guard are all drawn their attention to cries for help on the horizon.

“It's coming from Ukuni Woods!” Ono called out.

“Whatta we got, Ono?” Kion asked.

“Hyenas?” Twilight asked.

“Jackals?” Fuli asked.

“Vultures?” Applejack asked.

“Hyenas, jackals, vultures. Whatever it is, the Lion Guard and the Pony Guard can take then!” Bunga voiced his confidence regardless of who they face.

“Bring it on!” Pinkie also said in excitement ready to fight bad guys again.

“Hold on! Getting it in sight...” Ono said as he got a good visual on the source only to be annoyed upon seeing it’s just a scared hyrax hiding in a thorn bush ”…Really?”

“Ono, report!” Kion asked as they all came up to the bush.

“Nothing thrilling. Just a hyrax stuck in a thorn bush.” Ono reported unenthusiastic about their discovery.

“Seriously?” Fuli voiced her annoyance.

“That's not so bad.” Beshte felt pleased that’s all they have to tend to right now.

“That’s a relief.” Applejack agreed.

“We rushed all the way across the Pride Lands for this?” Bunga voiced his disappointment.

“Bunga, the Lion Guard's duty is to defend the Circle of Life. Even if it means helping a hyrax out of a thorn bush.” Kion asserted that every little thing counts even though he too rolled his eyes at the thought of said little thing.

“All right.” Bunga got the message as he steps forward. “I got this one. Come on, hyraxie. Let's get you outta there.”

Bunga tried to pry the thorns away to clear an opening for the hyrax only for him to refuse to move.

“Bunga wait.” Fluttershy called out as she flew over to the hyrax.

“What?” Bunga asked as she gently pushes him aside.

“He’s trying to tell us something.” Fluttershy said as she leaned in close to the hyrax as he spoke to the animal-loving peagsus who chittered to her. “What’s that? Really? Oh my.”

“What’s he saying?” Applejack asked.

“He’s saying he’s hiding here on purpose to avoid being eaten by a snake.” Fluttershy answered as she read his lips.

“A snake?” Pinkie asked in surprise before looking around. “Where?”

She then shuddered as her tail started twitching.

“Oooooh!”

“What is it?” Twilight asked.

“I’m sensing the snake is nearby in the tall grass over there.” She said towards the grass nearby the thorn bush as Twilight has a questionable look at her supposed Pinkie sense not sure if she is correct.

“I got this!” Bunga pounded his fists together before leaping forward. “Zuka Zama.” He shouted as he dived into the tall grass as another voice is heard inside who grunts in pain upon being tackled.

The mysterious stalker is revealed to be the red Egyptian cobra the others met in the woods the other day.

“Gotcha!”

“Sssssay, Bunga!” Ushari growled in annoyance as he attempted to bite Bunga to force him to back off. “That was my lunch.”

“Yeah? Looks like it was to go.” Bunga retorted having none of his complains as he rolls him up into a ball. “And now, so are you!”

He then chucks the snake a good distance nearly hitting Beshte and Rainbow as he flew into a nearby tree leaving the snake screaming as he flies.

“Ugh... That Bunga...” He grumbled in defeat as he slithered away in anger while the hyrax breathes a sigh of relief now knowing that he is safe.

“You know Bunga…” Fluttershy began as she felt sympathy for him as he slithered away while talking to Bunga. “Even though it’s wrong to harm innocent creatures…that was still pretty mean of you to do that.”

“But he was going to eat this little guy.” Bunga protested failing to understand what the peagsus is trying to say.

“Yeah!” Applejack said in agreement. “You saw that varmint there was going to eat him too.”

“Yes, but he all he wanted was to be able to live peace like everyone else.” Fluttershy further explained. “As much as the Circle of Life calls for what animals can and can’t do, Ushari deserves to be treated equally as much as everyone else.” She then pressed forward in the snake’s direction as she flapped her wings to fly over to him. “I’m going to go talk to him.”

As Fluttershy flies off Applejack and Bunga both give each other confused looks feeling both lost by her wanting to show kindness to the snake that tried to eat the hyrax.

“So was she saying that he should be allowed to eat the hyrax?” Bunga asked the other ponies trying to understand how her kindness applies as the hyrax starts to chitter anxiously feeling he is going to be snake food.

As Ushari slithers away he hears a voice calling out to him.

“Excuse me.” Fluttershy called out as she intercepted him.

“What do you want pony?” Ushari aggressively asked.

“Nothing.” Fluttershy replied while taken aback by his response. “I just wanted to say I’m sorry that you got tossed aside like that.”

“And what do you care?” Ushari refused to listen to her as he tried to continue on his way. “You’re with the Lion Guard, protector of the Pride Lands who helps them get in the way of me trying when all I want is a nice lunch without getting run over by them.”

“Because I care deeply for every creature here.” Fluttershy insisted as she refused to get out of his way. “And I’m sorry that you feel that way and if you’d just hear me out I can refer you to a place where you won’t be disturbed.” She then offered as Ushari raised an eyebrow with listening intent and consideration.

“Go on.”

“Well if you join me for a picnic back in Ponyville we can talk more.” She further went on.

“We’ll ssssee…” Ushari answered. “Jusssst don’t run me over next time around okay?”

“Don’t worry?” She assured him. “I’ll make sure of that.”

Ushari then slithered away as he began to have some silent astonishment at the peagsus’s kindness towards him as if nobody else showed him that before.

Fluttershy then flew over back to the thorn bushes where the others are where Twilight and Rarity are both working their magic in pulling aside the thorns to clear an opening for the hyrax to get out. Once the opening was clear the hyrax happily leaped out and hugged Fluttershy.

“Oh you’re most welcome.” Fluttershy kindly accepted and returned the hug as she turned to Bunga. “Maybe if you showed the same kindness you and Ushari won’t be at each other throats all the time.”

“We’ll see.” Bunga brushed the thought aside. “Hone badgers and cobras usually don’t get along very well.”

“Because you’re natural enemies?” Fluttershy asked.

“Yep. I’m afraid it’s true.” Ono confirmed as he flew over. “Common knowledge, really?”

The hyrax then leaped out of Fluttershy’s arms and then ran over to Bunga to thank him for saving him but after a second he smelled something stinky and then ran off squealing away.

Both Rarity and Fluttershy took a sniff and then winced in discomfort when they see the reason why the hyrax ran away was because of the honey badger’s stinky scent.

Rarity dramatically fainted while Fluttershy covered her nose with one of her hooves while trying to fan the smell away with her other hoof. The others cringed in disgust with Applejack fanning the smell away with her hat while the other ponies back away a safe distance to avoid further smelling it.

“Bunga! Your smell must be even scarier than a snake's!” Fuli commented while chuckling in amusement.

“I'll take that as a compliment!” Bunga replied as Ono took a sniff and gagged after catching a whiff of his stench.

“I wouldn't!” Ono voiced his objections to that as Beshte groans as he now coated with flowers and mud at a nearby puddle.

“Everything okay, Beshte?” Kion asked as Ono flew on top of the hippo.

“Poa.” Beshte remarked in amazement at the flowers on his skin before answering. “The flowers just got me a little sticky, is all.”

“Sticky? Oh... Oh, no!” Ono began to freak out as he struggled to free himself from atop Beshte’s back. “I'd say a lot sticky! Hapana!”

Ono then managed to free himself after pulling himelf off before flying away with Beshte accidentally bumping into the nearby tree. Beshte then had to pull himself free as the sticky mud sticked him like glue to the tree before he managed to free himself with a couple pieces of tree bark stuck to his behind.

“Oh. I just might need a bath.” Beshte commented as he sees the stuck tree back on his bottom.

“Don’t worry. I’ll gladly give you a bath.” Fluttershy kindly offered.

“Thanks, Fluttershy.” Beshte accepted the offer as the two began heading forward towards his desired cleaning spot as Rarity regained consciousness.

“Hmm... How long has it been since you've had a bath, Bunga?” Ono asked the honey badger as they all followed the two.

“Does the last time I fell off a waterfall count?” Bunga asked with crossed arms as the egret shakes his head in response. “In that case, it's been... I don't know how long!” He then said as he tapped his chin with his fingers.

“Oh dear gosh!” Rarity exclaimed in horror as she covered her mouth as she quickly rushed over to the nearby tree and barfed up her disgust as Applejack went over to give her a comforting pat on the back to help her through her endless green-gilled discomfort.

“Go on ahead y’all.” Applejack said to the others as they pressed forward. “We’ll catch up with you.”

“No wonder the Hyrax ran away from you.” Fuli said in response hearing this as Pinkie leans over near the honey badger while wearing a gas mask.

“The cheetah’s right, Bunga. No offense but you really do stink.” Pinkie voiced her thoughts as she walked alongside him as Rainbow flew as high away from the honey badger as possible while staying close by with her friends.

“Aw, come on. That's just how Bunga smells.” Kion said in his friend’s defense as he placed a paw on his back. “He's always been a bit, uh, fragrant.” He then said as he caught a whiff of his stench leaving him momentarily taken aback before shaking it off.

“Try taking a dip in Big Springs, Little B. I'm sure the fish there will get you clean.” Beshte offered to the honey badger.

“Fish?” Everyone asked in unison in confusion.

The group with Applejack and Rarity after the latter recovered from her little vomit episode all get together at Big Springs where Beshte’s home along with all of the other hippos are.

“The fish in Big Springs love eatin' the muck and dirt off us hippos!” Beshte explained to his friends watching. “They even go for the food stuck in my teeth! Check it! Ahhh. See?“ He then showed the fish doing just that as an example.

“Aww! That’s cute!” Fluttershy remarked as she giggled.

“And when there's too many fish in the lake, the crocodiles come and eat the fish.” An older hippo said as he appeared on top of one of the rocks over the pond.

“And suddenly it’s not so cute.” Fluttershy then said with her smile vanishing.

“It's the Circle of Life at its finest.” He then said as he took notice of the meek peagsus pony’s disturbed expression. “Something troubling you?”

“Nothing.” She honestly replied. “Just not someone who enjoys the thought of fish being eaten is all.”

“She just really loves animals.” Twilight said as she joined by her shy friend’s side.

“Well I can assure you even if it has it’s ups and downs it’s all part of life and wouldn’t have to see it if you’re uncomfortable with it.” The older hippo gently told her as Twilight patted her friend on the back to assure her she’s got company with her.

“You said it, Dad. Now I'm feelin' clean as a whistle!” Beshte said as he approached his father as one of the female hippo’s whistled to him with a flirty giggle along with another hippo standing beside her.

“Hello to you, too.” Beshte kindly returned as the ponies giggled at the sight of this.

“And I can tell you got a couple of hippos who got a crush on the Guard’s Strongest.” Applejack also complimented as Rarity joined in.

“Might want to consider asking one of them out, darling.” Rarity suggested with a nod pointing in the two girl’s direction. “It’s not every day you meet someone who admires you for your good looks.” She added with a suggestive look.

“I’ll think about.” Beshte said as he promised to give it thought as Ono turns to Beshte.

“Willing to give it a try?” He asked if Beshte’s method sounds of interest to him.

“Why not? I'll try anything once!” Bunga agreed without hesitation. “Zuka Zama!” He said as he leaped into the pond splashing water on his friends much to Rarity and Fuli’s irritation.

“Bunga! My mane!” Rarity yelled at the honey badger as she looked like she was going to cry as her curly mane is now straight and soaking wet to which Twilight hands her a towel out of courtesy as she runs off in tears so she can get tend to her mane.

“And suddenly my reaction isn’t the most over-reacting anymore.“ Fuli said to herself with a deadpan expression as Bunga walks through the pond.

”Here fishy, fishy, fish!” He called out to them as his stinky scent is creating green gassy fumes in the water to which scared all of the fish away when they smell of how bad of his scent is. “Hey! Fish! Where ya going?” He called out confused of why they scurried away like that.

Everyone laughed in response to the sight just as they hear a voice call out to them. It was an aged green crocodile with a group of crocodiles following him calling out to Beshte’ father.

“Basi! It's been many weeks. How are the fish today?” He politely asked the hippo leader.

“More than last time, Pua. But not enough for your float of crocs.” He answered. “Swing by next week?”

“If that's how it must be.” Pua accepted they have to look somewhere else. “Move on, my friends. We'll eat somewhere else today.”

“Wait!” A younger crocodile with a brighter green coat and scales called out as he approached his leader. “Pua, you said we were going to eat fish!” He then said feeling disappointed by what he feels is a broken promise.

“Makuu, there aren't enough fish yet. You heard Basi.” The older crocodile gently tried to reason him of why they can’t today.

“I heard him.” He blew it off with a roll of his eyes with a condescending tone. “But why should we crocodiles listen to a hippo?”

“I've told you before, Makuu. It's the Circle of Life.” Pua then somewhat sternly scolded him to remind him of his place as they both got face to face with each other.

“So you say.” Makuu still refused to back off as he circles around him. “But I think you listen to the hippos because you're weak. You're afraid of them! But I'm not afraid of anyone. And that's why I call for a mashindano!”

“Dad, what's a mashindano?” Beshte asked his father as he along with everyone else are confused by what it is.

“The mashindano is a physical challenge. It's how the crocodiles determine their leader.“ His father answered.

”So it’s like a fighting duel?” Twilight asked as she figured out what he is talking about. “Whoever takes down their opponent into submission decides who becomes the new leader or if the current leader keeps his leadership.”

“That’s right.” Basi answered with a nod while impressed with how she gets the idea while Kion looks shocked at the idea.

“Heyvi kabisa.”

“Oh my.” Fluttershy whimpered at the thought of such violence brewing as the crocodile leader looks taken back and stunned that Makuu is daring to challenge him.

“A mashindano?”

“You heard me!” Makuu boldly asserted his stance. “Accept, or surrender your leadership. Immediately!”

Pua looks on with narrowed eyes as he sees it is perfectly clear that the younger croc is not backing off from his issued ultimatum.

“I accept your challenge, Makuu. In accordance to tradition, The mashindano will take place near Lake Matope at sunset!”

Pua then walked off ahead with the other crocs following as Makuu is the last to follow after them as he still feels confident about his chances that he will prevail and come out on top.

“You okay, Kion?” Twilight asked as she sees of how troubled the young cub is looking.

“I’m fine.” He briskly answered as he walked away from Big Springs while ignoring the lavender mare. “I just need to talk with my dad about this.”

Twilight concerned with Kion’s frustrated attitude decides to follow after him.

“I’ll meet up with the rest of you later.” Twilight told the others as she followed after the young lion who makes his way to Pride Rock to inform his father about it and it is pretty clear he doesn’t like the idea of a duel deciding the rightful leader.

“I don't like this mashindano thing. Why should a fight determine who the crocodile leader is?” Kion voiced his frustration to his family.

“Don't forget, Kion. Your father had to fight Scar to regain leadership of the Pride Lands.” His mother brought up that it isn’t out of the ordinary to resolve the matter.

“Not to mention Princess Celestia also had to fight Nightmare Moon to ensure Equestria is safe from eternal darkness for a thousand years.” Twilight also chimed in while understanding what his mother is trying to say to him.

“That was different. I think Makuu's just looking to pick a fight.” Kion still feels it isn’t the case here feeling he has different motives than wanting to assume leadership.

“Can't you do something about it, Dad?” Kiara asked her father as her brother sat beside her. “You're king over all the animals in the Pride Lands.”

“That’s true. I am King.“ Simba agreed with her there but voiced that being a reasonable authority figure in the matter has its limits for the two to balance out as he continues. “And as King, I know that all animals in the Pride Lands have their own customs. And they need to be respected.” He explained in a way that there are some things that even his power can’t intervene in a situation like this.

“I guess.” Kion reluctantly agreed and understands that they have to let fate decide its course from there.

“It’ll be okay.” Twilight attempted to assure her as she walked up to him. “Hopefully Pua will put Makuu in his place and he’ll still ensure the crocodiles still respect the Circle of Life.”

“Hopefully.” Kion replied although his concerns are not at complete ease as he’s got a bad feeling about how it will play out as he walks off.

“Do you really think things will change?” Kiara asked the unicorn leader if she really means it.

“Well that depends if Pua has enough technique and energy to give him the edge.” Twilight honestly answered as she gave an analysis of the two crocs that will be dueling later today. “Otherwise Makuu’s youth and strength will secure him the victory.”

“That’s an amazing and pretty good analysis.” Simba said in response to her intellect with a nod of respect. “Very through.”

“Thanks.” Twilight thought nothing of it at the moment as she sees looks a little uncertain at Pua’s chances.

“And you still guarantee things will work out?” Kiara said with a raised eyebrow as she sees that she doesn’t see it looks good for Pua.

“I can’t lie or make promises here.” Twilight could only say as she sees it too. “But if there’s one thing I’ve learned since moving to Ponyville is that change is inevitable and that nothing lasts forever. Even if that means a change in leadership. And it doesn’t look good unless Makuu is willing to learn of what it takes to be a good leader.”

“Hopefully he will in due time.” Simba said thinking he’ll learn if it comes down to that. “That is of course if he wins.”

“And if he does it’s just a matter of getting Kion to see that it wouldn’t be a big loss for the Pride Lands.” Twilight said as she looks on in the direction Kion walked off to.

“I’m sure he will.” Nala feels certain about that with a smile. “He just needs some time to be ready to adjust to this. And he has one of his best friends to help him through it.” She said in Twilight’s direction certain that his co-leader of the team that protects the Pride Lands and Equestria will help him through it which left Twilight appreciating the compliment with a bow.

“Thank you.” She said in response to the king and queen’s good faith in her.

Elsewhere, Ono and Rarity are with Bunga, Timon, and Pumbaa, to discuss the honey badger scent as both the egret and fashionista both can’t stand his scent.

“Bunga's on the Lion Guard now. We can't have animals running in terror from his scent!” Ono voiced his case to the honey badger’s adopted family.

“Especially when other’s lives are at stake.” Rarity urgently added as she wears a gas mask over her face while combing her curly mane and tail.

“If you ask me, I think Bunga smells fine just the way he is.” Pumbaa said otherwise as it is natural for a honey badger.

“Yeah! And in Bunga's case, he's a stinky little honey badger!” Timon agreed as he leaped to stand beside him.

“Thanks, Uncle Timon!” Bunga happily replied as Ono and Rarity sigh in annoyance as they further press forward in song.

Ono sang as he insisted it is a must on why Bunga’s needs to freshen up his scent while trying to mask it with nearby berries from a nearby bush.

“I don’t mind.” Bunga voiced that he doesn’t mind with how smells as Ono rubs the berry juice onto his back as Timon sings in rebuttal to the idea as Pumbaa joins in with the latter passing gas much to Ono’s discomfort and Rarity’s repulsed reaction as her mane and tail straighten out in shock.

“Ew!” Ono said as he covered his nose with one of his wings while Rarity resisted the urge to throw up as the former sang urging Bunga not to make a stink as he and Timon get into a little lyric duel on their stances before they all sang together with Pumbaa farting again as Rarity backs up a fair distance from the group to avoid getting near the warthog’s fart while the others even Bunga and Timon covered their noses to avoid smelling it.

Don't Make A Stink

Ono then sings an attempt as he shakes pollen onto Bunga’s fur from one of the nearby trees as Timon and Pumbaa seem to agree as the pollen serves as a bug attraction much to Ono’s dismay.

“Oh, no!” He said as he face-palmed before Rarity takes a turn by trying to masking with a bug repellent that makes the bugs fall off of them as the others finish singing by the time Timon and Pumbaa have decided to help themselves to the knocked bugs as a snack.

“Whoa! Look at all the bugs!” Bunga remarked seeing all of the bugs that have been gathered from the pollen attraction.

“Dinner is served!” Timon said as he happily feasts on the bugs along with Pumbaa.

“Mmm-mmm! Yummy!”

“Making your face an insect landing pad is not my idea of clean, fresh and odor free!” Ono voiced this was not what he had in mind.

“That's okay, Ono. I don't really...” Bunga assured his friend it won’t make a difference.

“Don't worry, Bunga.” Ono cut him off still not giving up just yet. “I know I can find a solution...” He stopped mid-sentence as he eyed a big blue striped mosquito before chomping and eating it. “Eventually!” He then said satisfied seeing one good thing came out of it as Rarity is disgusted out of her mind with her face turning green again.

“And I’m sure whatever I come up with it definitely won’t involve attracting or eating bugs.” Rarity voiced her vow as she conjured a bag with her magic so she can throw up in.

At Lake Matope at sunset everyone in the Pride Landers including the royal family, the Guard, and the Princesses have all come to witness the fateful duel for leadership as many of the Pridelanders chant mashinado in anticipation as the two crocs approach each other as they prepare to duel.

Princess Celestia came out of interest to see how this works out as Princess Luna who is still recovering from her thousand year banishment to the moon looks on a little emotionless, tired, and wearily, helping herself to some tea to keep herself awake.

“Mah-shin-dah-no!

Mah-shin-dah-no!

M'ah-shin-dah-no!”

“Your confidence is admirable, Makuu. Your over-sized ego is not.” Pua exchanged his pre-battle words as Makuu’s stance still is undeterred as he scoffs it off.

“You're old and weak, Pua! Today is the end of your reign!” Makuu rebuked his exchange as he thinks otherwise as he makes the first move as he charges at Pua. The older croc swiftly dodged the attack before tail slapping him away.

While this was going on Fluttershy had her eyes covered with her hooves, while Rarity, Twilight, Kion, Fuli, Spike, and Ono all cringed at the sight of the violent hit with Pinkie, Rainbow, and Bunga all cheer on during the fight.

“Ooh, yeah! First point to Pua!” Bunga cheered.

“No points in mashindano Bunga.” The young hippo informed him that's not how it works. “My dad says they have to keep going till one of 'em surrenders.”

“Come on Pua, get him!” Pinkie shouted off the top of her lungs.

Makuu retaliated as the two then wrestled arm to arm with a sharp tail slap of his own to which Beshte winced in pain seeing the sight as the other Pride Landers did the same as the young croc followed it up with a slap from his wrist.

Pua then managed to force Makuu back as he charged at him twice with his body weight that would make Applejack’s buck very proud as the farm pony cheered him for those strong moves.

“Yeehaw!” Applejack cheered as she raised his hooves. “Way to buck him there!”

“Ouch.” Fuli winced at the sight of how painful the attack was. “He's gonna feel that in the morning.”

“I think he is already feeling it now.” Spike commented as he too cringed at the sight as he comforted Fluttershy who was whimpering and still covering her eyes.

“Is it over?” Fluttershy pleaded. “Please tell me it’s over.”

“Why are crocodiles always so violent?” Ono asked as he too can’t stand the sight.

“Good question, Ono.” Kion said agreeing with the three as the Princesses have nothing to say because it looks familiar to how they faced off a thousand years ago and didn’t want to bring up old wounds.

“I know.” Rarity said as she filed her nails. “If only they could figure out less brutish methods for this sort of thing.”

“Shh! Guys, look.” Bunga whispered to the others as Pua approaches his opponent who is lying down and defeated…or it at least he thinks before he immediately catches him by surprise by locking his jaws into the elder croc’s arm and pinning him down.

“Ooh!” Everyone couldn’t stand to see the sight of that move as Rainbow and Bunga are the first to see what happens next.

“Makuu's got Pua with the jaw vice!” Bunga commented as Makuu tries to force him into submission until the elder croc used his tail to get his younger opponent to cut it out as he reverses the pin on him.

“Oh yeah! What a move!” Rainbow cheered as she pounded her fists together in celebration.

“Ooh! Pua with the escape and mount! Claw bar! Makuu's in trouble!” Bunga further cheered as Makuu seems to be struggling to break free.

“Come on, Pua. Get him.” Kion silently pleaded for him to pull through with that move to which Twilight noticed as she looked on with determination hoping that he does.

The younger croc proving to be stronger then pushed him off of him as he then tackled and tumbled with him before forcing him back to tumble on his own a fair distance in between them.

“Whoa! What an escape!” Bunga complimented while Rainbow groaned that he was able to pull it off while Kion looked on with disappointment.

As Pua faces down against Makuu he breathes heavily as he is starting to lose energy to which his younger opponent is taking notice of as Twilight sees that he might be done there.

“Run out of tricks, Pua?” He expressed his smug confidence as he then tackled him to the ground with a simple hold to which Pua is now struggling to escape from Makuu’s grasp.

“Uh-oh. That might be it.” Basi commented to which the others turned their attention to him when he said it.

“But that's a simple hold.” Rainbow expressed his disbelief with that.

“Why can't Pua escape?” Bunga added in the same tone.

“Easy now, it’s because he’s tired.” Twilight answered as her defeated expression says the outcome of this was predictable written all over her face.

“I’m afraid she’s right. Pua might have better technique, but Makuu is too strong and fit for him.” Basi said as Makuu then manages to completely pin down his worn down opponent.

“Where are you going, Pua? Nowhere!” He declared triumphantly now that he finally got him dead to rights as the rhinos gasped while Pinkie let loose a bigger gasp as they see this fight is over as the defeated leader taps Makuu’s shoulder to put an end to the fight as the victor still smugly smiles as he knew this was coming.

“Aww man!” Rainbow grumbled in disappointment as Simba approaches the two crocodiles.

“Pua's tapping out! He gives up!” Bunga voiced his astonishment as the king prepares to speak.

“You can look now.” Spike told Fluttershy to he got her to uncover her eyes as the peagsus now looks relieved not caring who won.

“Thank goodness.” She said as Kion could not believe what happened.

“What? You mean Makuu wins?” Kion said in shock.

“I'm afraid so, son.” Nala sympathetically returned.

“Sorry, Kion.” Twilight could only say as the king begins speaking his announcement.

“Congratulations, Makuu. You have won the mashindano. You are now the leader of the crocodiles. You have very thick skin to fill.” The king told the pleased victor as he then turns the elder crocodile as he gets up and dusts himself off. “Pua, you were a strong and wise leader for many years. And for that, you have my thanks.” He then sincerely said to him in contrast to the forced tone towards Makuu as he is clearly stung by the outcome of the duel.

“Thank you, your Majesty.” Pua said with a respectful bow as he then makes his leave towards the nearby lake while Makuu chuckles wasting no time mocking his plight.

“Don't let the reeds hit you on the way out, Pua!” He called out to him as he starts swimming to which Simba, Pinkie, and Rarity look on with disdain towards his disrespectful and condescending attitude during his parting words to him.

“As defeated leader, Pua's banished from the crocodile float.” Basi then explained why he is leaving as all of the crocodiles all chant Makuu’s name.

“Makuu! Makuu! Makuu! Makuu!”

“That's right! Makuu! Leader of the crocodiles!” Makuu declared his new title as he leads his followers into the lake as they all leave.

“Aww man.” Pinkie frowned with a sad face. “I already had this “Congratulations you won, cake for the old croc.” She said as she presented said green-frosted cake as the others stare at her.

“Oh, well more for me.” Pinkie then said as she immediately shrugged it off as she starting eating into it as the other Pride Landers then make their leave too while the others have varying expressions of disgust at her poor eating manners.

“I just hope Makuu's big win isn't a big loss for the Pride Lands.” Kion voiced his concerns as it is starting to become a reality.

“As long as we stay on top of him should he get out of hoof or claw in this case.” Twilight said in another attempt to assure him while getting her terminology mixed up for a moment there.

The next day at Pride Rock inside the lair of the Lion Guard, Ono is constantly pacing as he tries to think of another idea to mask Bunga’s scent.

“Let me try one last thing.” He insisted on trying again as he leads Bunga away to another part of the lair.

“One last thing? Isn't that what you said last time?” Fuli voiced as it is apparent that his efforts are in vain.

“Nah. The one three times before that was the last thing.” Bunga clarified as he followed him. “Not that I'm counting. What do you got, Ono?”

“Pumice.” Ono answered as he stood over a pile of dusty twigs and branches.

“Pumice! It always works for me.” He said as he flaps his wings to spread the dust onto Bunga’s fur. “Just flap around in the dust... And you'll be odor free!”

“Okay...” Bunga willing agreed as he jumped into the pile all while sneezing from the dust.

“Are you trying to stop Bunga from smelling or being able to smell?” Fuli asked with an amused smile and chuckle.

But before it could go further Kion’s sister arrived.

“Kion!”

“Hey, Kiara!” Beshte greeted. “What's the kerbubble?”

“Zazu's just received word that a herd of giraffe have moved into the baboons' forest. And Dad's out hunting with Mom.” She reported to her brother.

“We're on it! Lion Guard, let's go!” He answered the call without hesitation as he leads the others outside out to the ledge of Pride Rock. “Ono, what do you see?”

Ono took a quick scan of the Pride Lands as he sees many animals are dislocated.

“It's crazy, Kion. Not only have the giraffes taken over the monkey's forest... The acacia savanna where the giraffe live is full of zebra and antelope... The zebra and antelope grazing ground is overrun with elephants... And the elephants' watering hole is filled with hippos!”

“Heyvi kabisa! Isn't anyone in the Pride Lands in their usual habitat?” Kion asked after expressing his shock as Twilight arrives.

“Not if you count Makuu and the crocodiles occupying Big Springs is one.” Twilight reported as she called out while approaching the others. “Because that’s happened after they forced the hippos out of there.”

“So when the crocs pushed out the hippos, they ended up making everyone else move, too.” Kiara deduced of how this all happened.

“Have you or any of friends taken action yet?” Kion asked Twilight.

“They are already over there now. But I told them to stand by until you all got here.”

“Good.” Kion said with a nod before turning to his friends. “Lion Guard! Let's go talk with Makuu and get this sorted out.”

Twilight and Kion lead the Guard to Big Springs as they meet with the other ponies.

“How’s it looking?” Twilight asked.

“So far just floating around but not planning on leaving anytime soon.” Applejack replied as Kion decided to approach the new crocodile leader.

“Makuu! We have a problem!” Kion addressed him leader to leader. “Your taking over Big Springs has messed things up all over the Pride Lands. I need you and the crocs to leave.”

“Why should we leave?” Makuu refused to back off dismissing it as an empty threat as he approaches him. “The fish in the lake taste great.” He said as he chomped on a fish jumping overhead to which Fluttershy nearly fainted until being caught by Rarity. “I think we're here to stay... That is, unless you want to fight.” He then said as he locked eyes with them.

“C'mon, Kion. You could take this guy.” Bunga encouraged him.

“Bring it!” Rainbow said with raised hooves with her wings flapping ready to fight.

“Makuu's got no respect for anybody.” Beshte voiced he is well within his rights to do so as Twilight and Rarity have their horns lit up ready to use their magic on them.

“Beshte's right.” Fuli said in agreement.

“Your darn tootin!” Applejack said ready to fight as well.

“You won't get an argument from me!” Ono said as he musters the courage unlike Fluttershy who still looks very hesitant.

“Bring it, you mean alligator!” Pinkie yelled out.

“Pinkie, they are crocodiles.” Twilight whispered to her.

“Bring it, you mean crocodile!” She then said as Kion refuses to engage.

“Guys, fighting isn't the answer to everything.” Kion addressed his teammates to back off as Makuu scoffs at his stance.

“Only weak and cowardly leaders are afraid to fight.” The mean croc mocked him to get under his skin.

“I'm not afraid!” He said as he nearly lost his cool there as the clouds briefly formed when it looked like he was ready to use the Roar in anger. ”No... Let's go.” He then said calmed himself down causing the clouds to dissipate.

“But why?” Rainbow asked as she is baffled by his refusal to fight as he turned to leave.

“If I start using the Roar when I'm angry, I'll be as bad as Scar. Besides, the Roar might destroy whatever fish are left in the lake. There's gotta be another way to get the crocs to leave Big Springs.” He said as he walked off ahead to which Makuu laughed back at him as he leads everyone away.

“That's right, Kion. Go! The new leader of the crocodiles takes orders from nobody!” Makuu called out to him as he laughed at what he views as cowardice but just as he continued boasting his arrogance as Twilight turned back and approached him with a stern glare.

“I just want to let you know that just because we won’t be taking action right now doesn’t mean you’re off the hook just yet.” Twilight calmly said to him. “Because the next time we come back you and your crocodiles will be leaving Big Springs and we will stop from causing further havoc in the Pride Lands.”

“Ooh.” Makuu said with faux fear before shifting back to his cocky smile. “Tough talk from one pretty unicorn. And what makes you think we’ll do that?”

“Well for one thing I can do this.” She demonstrated with her magic as she holds up a fish that Makuu was to eat just levitated it out of his reach when he tried to snap it with his jaws before slapping it across the crocodiles face repeatedly.

She then turned away to leave to catch up with the others as Makuu tried to lunge at her in retaliation to which is met with the fish she used slapping him right across the face and back into the water without even turning around.

As Twilight catches up with the others who had just witnessed her little display of magic, Bunga, Rainbow, and Pinkie all burst out laughing as they all high-five her for what she just did.

“Nice!” Rainbow complimented as Pinkie giggled as she bounced ahead.

“He got slapped by a fish!” Pinkie laughed uncontrollably with Rainbow as they rolled on the ground together.

“Wow you really told that guy off!” Bunga also said very impressed. “Just wish we could do that.”

“If only Kion could just find the middle ground since he isn’t willing to fight. Or at least doesn’t want to immediately jump into since he feels it isn’t the answer to every problem.” Twilight replied as she wonders where the lion cub had went. “Speaking of Kion, where did he go?”

“Going ahead to meet up with Pua.” Applejack answered. “I’m guessing it’s so he can try to convince him to challenge Makuu to a rematch.”

“And I highly doubt that will work.” Twilight voiced her doubts about that idea as they catch up with the two.

“You were there, Kion. Makuu is stronger than me. There are times when you have accept that you've been beaten. Even though might not like it, Makuu has most certainly won!” Pua voiced that his time as leader is truly done.

“But that doesn't make him a better leader than you!” Kion protested.

“True.” He acknowledged that point. “But he's young. He can learn. Take my advice. If you really want to avoid a fight with Makuu, the best thing to do is just back down.” He then turned to carry on his new solo life at his new home.

“You're not really gonna give up, are you, Kion?” Bunga asked if that means they are doing nothing about the situation.

“Of course not!” Kion asserted otherwise. “The Circle of Life depends on us.”

“Then what are we gonna do?” Beshte asked.

“I don't know yet.” Kion replied as he looks down uncertain before coming up with another idea as he leads the way back to Pride Rock. “Maybe my dad has some ideas.”

They all make their way back to Pride Rock where they meet up with Kiara again.

“Hey, Kiara! Is Dad back?” Kion asked.

“No, and it's a good thing he isn't!” Kiara answered as she looks irritated as everyone sees what’s inside.

“Oh, no...” Kion said as they all see baboons running amok around the place.

“Mom and Dad are not gonna be happy to find Pride Rock full of baboons.” She voiced her displeasure seeing this. “You guys better do something. Quit it!” She shouted at one the baboons invading her personal space from behind. “The animals in the Pride Lands need to get back where they belong!”

“Oh, come on.” She then said further irritated as another baboon carelessly hopped on her without permission.

“We're working on it, Kiara.” He assured his sister they are not giving up on it as he forces one of the baboons climbing on his back off of him. “But Makuu won't listen to reason!”

“I've got it! I've got it! I've found the solution! Mentha piperita! Also known as peppermint.” Rarity spoke up as a bulb lit off in her head as she conjures up a perfume bottle with her magic.

“How are mint leaves gonna get Makuu to leave Big Springs?” Kiara asked feeling lost of where he is going with this.

“Oh, not that problem.” Rarity assured as she paid no mind to that as she sprayed her fragrance on the honey badger as Ono gathered up some mint leaves.

“And while you’re at it, Bunga, do us all a favor and roll around on these mint leaves.” Ono gestured him to the leaves he gathered up.

“Sure.” He complied no problem to his request.

“Oh, just like the hyrax!” Fuli figured it out right away.

“Now eat this one...” Ono then instructed him as the honey badger further complied and after another good sniff.

“Yes! It worked! Bunga, you are stink free!” Rarity declared at her success as she and Ono high-five each other in victory as Fuli takes a good whiff at him.

“Mmm! How 'bout that? Bunga's minty fresh!” She said very impressed with the results.

“Oh, that's great.” Kiara sarcastically commented. “Uh, but don't you guys have bigger things to worry about? Like, oh, I don't know... Baboons overrunning Pride Rock?” She stressed over the bigger issue here.

“Good point, Kiara! What are we going to do about that, Kion?“ Bunga then asked her brother.

“I... I don't know yet. You guys head back to the Lair. I need some time to think.” Kion still voiced his uncertainty as he walked off ahead.

“He better come up with something.” Kiara hopes he does as the baboons start to really annoy Beshte as they get all over on him literally.

“You're telling me!”

“Oh... Baboons.” Fuli grumbled as Twilight thinks of an idea for that in her head.

“Well for starters I know a solution that will help with this problem.” Twilight began as she worked her magic and created a bubble that forced the baboons out of Pride Rock.

The baboons still clearly confused of what just happened try to head on back only to find themselves denied entry as the area is surrounded by a pink magic force field.

“This should keep them away for the time being.” Twilight told the young princess who smiles in approval of her solution to the matter as they all look ahead to see the baboons futility trying to break through the barrier as they repeatedly slam their faces into it.

“You just never cease to amaze me.” Kiara said to her the unicorn who nods to thank her for the compliment as she heads off to catch up with Kion.

“As for the other part he just needs to hear the middle ground between fighting and standing down which I’ll make sure he knows that if he hasn’t already figured it out.” She said before heading off as the others watch in amusement of their antics now that they are all outside to meet up with Kion who has walked up to a small open area with nearby trees and big rocks.

“Grandfather, I don't know if you can hear me. But, I'm not sure what to do.” He called out for his spirit as he sits down staring at the horizon in front of me hoping he still communicate with him and as luck would have it Mufusa’s spirit appeared before him.

“I'm always here for you, Kion.” He warmly greeted his grandson.

“The new crocodile leader, Makuu, he's messed things up for animals all over the Pride Lands. And all he wants to do is fight!” Kion explained the problem.

“Fighting is the crocodile way.” He calmly replied.

“I think Makuu's a bully.” Kion voiced his thoughts on the young croc’s arrogance. “But Pua, the old crocodile leader, says I should just back down.”

“There are times to back down Kion.” Mufusa said in response. “But a true leader has to know when to stand his ground, even if it seems difficult.”

“But fighting can't be the solution to every problem!” Kion further protested his stance on not wanting to resort to violence as Twilight approaches them.

“It can’t.” Twilight said to add up what his grandfather is trying to explain to him. “But what he means is that standing your ground doesn't mean you have to fight. It means you're not afraid to stand up to someone who you know is wrong,and show them you're not going to back down.”

“Exactly, Twilight.” Mufusa said with an approving nod of how she gets it. “Standing your ground is the middle ground to show you are willing to stand up to Makuu without having to fight to let him know what he is up against.”

“Oh. I think I understand.” Kion said as he gets the idea as his grandfather’s spirit disappears after giving an approving nod while turning to Twilight so they can return to the lair as the unicorn casts some more magic to keep her shield going around Pride Rock.

“What’s that?” Kion asked.

“A little solution for the baboon problem at Pride Rock.” Twilight said with a amused smile as they see the baboons are constantly trying to break the barrier to no avail to which the two shared a heartily laugh before they made their way to the Lair.

“So, I've given it a lot of thought. If Makuu wants a fight, he needs to know the Lion and Pony Guard can bring it.” Kion said as he the team of the new approach.

“Yeah! Now we're talking!” Bunga shouted in excitement.

“About time if you ask me!” Rainbow cheered as she did loop-de-loops in flight.

“Personally, I wish there was a way we could avoid the fight.” Ono voiced his thoughts of wanting to avoid further conflict.

“Me too.” Fluttershy said in agreement. “I don’t know how much more of this I can take.”

“I hope we still can, Ono.” Kion shared that notion. “I think a demonstration of the Roar will show Makuu exactly what he's up against, without hurting anyone.”

“Can we do that?” Fuli asked if that’s possible with a hopeful smile.

“Maybe you can use the Roar on the grove of trees near the Spring.” Beshte suggested as he points to a painting on the ground with said trees on it. “Far as I know, nobody lives there. And I know just about everybody!” He then said as he happily flapped his ears.

“Perfect!” Kion approved of the idea as he began giving instructions. “Bunga, Pinkie, Rainbow, Fuli, Ono, Fluttershy go make sure the grove is clear of animals. 'Cause nobody's where they usually are today. Beshte, Twilight, Rarity you're with me! Till the Pride Lands' end...” He then said as the rest of the Lion Guard shouts as they all head out.

“Lion Guard defend!”

“Cute.” Applejack said in response to their little battle cry before she and others head out as they see Pinkie who was constantly laughed and made silly faces at the silly baboons with their faces pressed up against the barrier.

“Let’s go Pinkie!” Applejack called out to her.

“But look at the silly monkeys.” Pinkie pointed out to the baboons as they all exit the barricaded landmark.

“Now!” Twilight urgently told her as she drags the pink mare away with her magic.

“Aww.” Pinkie said with small deflated disappointment as the team splits up.

Fuli and Pinkie scout the ground around the grove while Rainbow and Ono both scout the skies to make sure no one is around.

“Looks clear to me.” Fuli said to Pinkie who happily motioned to Ono.

“All clear from up here so far.“ Rainbow reported from above.

“Ono? See anything?” Bunga called out to the egret as he closely scanned every little bit to make sure nothing was missed.

“Nope. I think we're good to give Kion the high sign... Wait!” He exclaimed as he spotted the same hyrax from the other day munching on a leaf in one of the trees. “No, no, no! Not again!”

Meanwhile at Big Springs where Kion, Twilight, Beshte, Applejack, and Rarity are meeting face to face with Makuu and the crocs.

“Makuu, you and your crocs need to leave Big Springs now. Or the Lion Guard will force you out.” Kion warned Makuu leader to leader.

“Tough talk, Kion.” Makuu responded as he emerges from the water. “Can you back it up with action?” He then asked as the other crocs from his float pop their heads up ready for a challenge.

“You better believe it.” Kion said as he stood his ground.

Back at the tree where the hyrax is Ono is trying to get him to move to no avail.

“Little hyrax, you need to leave this tree. Something quite dangerous will be occurring soon!” He warned him as he just continued munching on the leaf completely disregarding it.

“If I could climb trees, I know I could get that hyrax to move.” Fuli voiced her irritation that she can’t do a thing about it.

“Wait! I know how to scare him off!” Bunga immediately thought as he climbed up the tree branch. “Hey Hyraxie! Remember me and my stink?” He casually said to him hoping his smell would scare him off, but after remembering the perfume Rarity gave him, realized he doesn’t have his odor with him right now as the hyrax continues eating as he didn’t smell it. “Zuka Zama! My new minty fresh smell! It makes my stink useless!”

“Oh, no! What have I done?” Ono said as he realizes his mistake of trying to mess with nature.

“Guys, we gotta get going!” Fuli urgently told them they need to move him right now.

“I know! But my stink isn't scaring him away! You think I should eat him?” Bunga asked.

“No!” Fuli, Ono, Fluttershy and Pinkie all said in unison.

“Absolutely not!” Fluttershy boldly said with a serious expression.

“Oh for Celestia’s sake!” Rainbow said now very annoyed as she simply flies in and snatches the hyrax and Bunga from the tree branch and flew out of the Roar’s planned range. “Let’s go!”

“Ono, give the high sign!” Fuli told the egret as he does a loop de loop fly maneuver to give the signal to which Beshte saw from above.

“All clear, Kion.” Beshte reported as Twilight and Rarity had their horns lit ready to use their magic should Makuu still refuse to back off even after being shown the dangers of Kion's Roar.

“Okay, Makuu. If you want a fight, the Lion and Pony Guard can bring it. Just be careful what you ask for.” Kion told the crocidle as he prepared his warning.

“Oh? And why is that?” Makuu smugly asked.

“Because of this.” Kion said as he unleashed the Roar as he turns around as all of the leaves on the trees are blown off as a result.

Kion then turned around as Makuu’s smug smile dropped into stunned shock as he suddenly grasps of who and what he is facing off against.

“Um, perhaps it's time we moved on.” Makuu ordered his crocs to move as he regained his composure. “Big Springs is running out of fish anyway.”

Kion smiled seeing this as Twilight gives him a nod to compliment him for standing his ground.

With the crocs departure, the ponies and the Lion Guard managing to escort everyone back to their homes as Twilight then cancelled her force field spell around Pride Rock once the baboons have finally left the place alone.

“That's what I like to see. Everyone back where they belong!” Ono said as he scanned the reorganized Pride Lands as Rainbow flew alongside him.

“You said.” Rainbow high-fived his flying companion as they meet with their friends just as the hippos were walking back in the water as the crocodiles are all leaving at the same time.

“Looks like the Circle of Life's back in balance.” Kion said to Basi pleased that everything is back to normal.

“Yep.” Basi said in agreement. “Except for one thing... Makuu!” He called out to the crocodile leader as he is the last one to leave Big Springs. “Once the fish population is built back up, you and the crocs are welcome to come back. All you have to do is ask.”

“I'll keep that in mind.” Makuu reluctantly agreed as he left.

“So Ono tells me that the perfume did more harm than good.” Rarity questioned. “Well let me just say that I am truly sorry about changing your smell, darling.”

“Me too, Bunga.” Ono sighed as he turned the honey badger with an apologetic look. “It clearly has its uses!”

“Hakuna matata.” Bunga easily forgave them. “I'm sure my minty smell will wear off... And the sooner the better!” He then said as he rolled his eyes in amusement as the hyrax climbed onto him as he likes his temporary fresh scent.

“Aww. I think he likes your fresh smell.” Fluttershy commented as everyone all laughed in amusement.

Author's Notes:

In this next episode we of course have Makuu's inevitable takeover of the float which leads to chaos ensuing in his wake.

In terms of ponies getting their chance to shine, there is Twilight providing guidance for Kion when he needs it, Rarity getting in on trying to remove Bunga's stinky scent in the B-plot, while Fluttershy tackles one of jarring moments of the show where he shows Ushari the snake Bunga has crossed paths with kindness.

Of course, I am trying really hard to ensure that the main cast has a fair share of dialogue and spotlight when the plot calls for it while tackling issues that the canon version did along with the way as well as correcting them to the best of my ability.

Next up will be the first of the following four episodes of the MLP world as the focus now shifts back into Equestria starting with "The Ticket Master" which will come out sometime next week depending on my schedule.

Episode 3: The Ticket Master

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Chapter 3:

The Ticket Master

Shortly, after dealing with Makuu and his crocodile float, Applejack carried on to her Sweet Apple Acres job back in Ponyville. She had invited Twilight, Spike, and Fuli over to help her out. They were all glad to accept the invitation, especially since she offered a lunch invitation while she was at because their latest mission started to work up an appetite for the unicorn and cheetah respectively.

“No, no, no…” Spike said as he examined and tossed aside the bad apples in the two baskets Twilight was carrying on her back along with Fuli and Applejack who also had two baskets of apples on their backs.

“Thanks you kindly both of you for helping me out.” Applejack spoke in gratitude to the two. “I bet Big Macintosh I could get all these Golden Delicious in the barn by lunchtime. If I win, he's gonna walk down Stirrup Street in one of Granny's girdles.”

“Really?” Fuli asked with an intrigued expression. “Isn’t that something that mares wear?”

“Yep.” Applejack replied with a chuckle. “And it is going to be sweet to watch.”

“And that is something I gotta see.” Fuli said as she looks forward to seeing a good cross-dressing walk in action as Twilight gives her a look for actually wanting to see that.

“No problem at all, Applejack.” Twilight said to the farm pony as she thought nothing of it. “I'm glad the goal is lunchtime. All this hard work is making me hungry.”

“Me too.” Fuli said in agreement as her stomach started to rumble to which Twilight and Spike took notice of.

“Me three.” Spike said in agreement as he tossed another bad apple which bounced off of Twilight’s head.

“Says the dragon who’s been lounging on the unicorn’s back while WE were doing all of the work?” Fuli asked as she and Twilight give the baby dragon annoyed glares at him.

“Exactly!” Spike replied while still being lazy. “You three were taking so long, and I missed snack-time.”

All the mention of food was now making Twilight hungrier than ever as her stomach started to rumble to which she laughed nervously in response.

“Eh, I guess we better get some food.” She said wanting to press on towards eating as Spike continued tossing aside more bad apples in the baskets until he came across a big shiny red apple.

“AHA!” He exclaimed as he held up the special apple he was looking for.

“Ooh!” Fuli eyed the apple looking very interested at its delicate color.

“Oh Spike, that looks delicious!” Twilight said as she licked her lips. But before she could think about sinking her teeth into it Spike immediately chomped into it. “Spike!” She scolded him for being so self-serving.

“What?” Spike asked feeling he did nothing wrong as he then felt like he was going to lose his lunch when he burped up green smoke with a scroll with a ribbon on it magically appeared from the smoke.

“Whoa.” Fuli commented in amazement while grossed out by what she had just saw.

“It’s a letter from Princess Celestia.” Twilight knew what it was as soon as she saw the signature on the gold piece featuring her signature on the ribbon as Spike then holds it as it floats down to him and then unrolls it to read its contents while clearing his throat before doing so.

“Hear ye, hear ye. Her Grand Royal Highness, Princess Celestia of Equestria, is pleased to announce the Grand Galloping Gala to be held in the magnificent capital city of Canterlot, on the 21st day of, eh, yadda yadda yadda, cordially extends an invitation to Twilight Sparkle plus one guest.” Spike read as Twilight and Applejack have star eyed expressions of joy hearing about this.

“The Grand Galloping Gala!” They both said in unison as Fuli looks a little dumb-struck as she has no idea what they are talking about as she bites into an apple as she is not about to let herself starve to death as the two ponies happily hop up and down in excitement repeatedly all while Spike looks on annoyed himself. “The Grand Galloping Gala!”

Just as Spike open his mouth to gesture to Fuli he shares no excitement in it unlike the two dancing around in glee another burp of green smoke comes out of Spike’s mouth with two gold tickets appearing before their very eyes.

“Look, two tickets.”

“Wow, great! I've never been to the gala.” Twilight said in excitement before turning to the baby dragon. “Have you, Spike?”

“No, and I plan to keep it that way.” Spike immediately refused the invitation. “I don't want any of that girly frilly frou-frou nonsense.”

“Aw, come on Spike.“ Twilight insisted it’s not that bad. “A dance would be nice.”

“Hold on! Time out!” Fuli interrupted and butted in wanting to know more about what’s driving them crazy with excitement. “Before you go on, could someone please tell me what is the Grand Galloping Gala?”

“The Grand Galloping Gala is one of the most amazing events in Canterlot!” Twilight explained to the cheetah. “It’s the one and only royal ball where everyone dresses up nicely and gets to dance and socialize amongst one another all organized by Princess Celestia herself.”

“Sounds nice.” Fuli replied as she still thought nothing of it. “Although I’m not much of a dress and dance kind of girl.”

“Nice?” Applejack remarked in disagreement. “It's a heap good more than just nice. I'd love to go. Land sakes...” She said as she dreamed up her fantasy of her vision of the gala with her setting up a vendor stand with her selling apples and apple treats to the many ponies all lined up starting from the castle doors. “If I had an apple stand set up, ponies would be chowin' our tasty vittles 'til the cows came home. Do you have any idea how much business I could drum up for Sweet Apple Acres? Why, with all that money, we could do a heap of fixin' up 'round here. We could replace that saggy old roof, and Big McIntosh could replace that saggy old plow, and Granny Smith could replace that saggy old hip.” She said as she envisoned the apple and bit exchange along with the repairs to her family farm along with everything she said to the very detail. “Why, I'd give my left hind leg to go to that gala.”

“Oh, well in that case, would you like to…” Twilight began to offer to the farm pony until she was immediately interrupted by the sound of Rainbow Dash’s voice.

“Whoa! Ugh.” She screamed as she crashed into Twilight and Applejack while Fuli effortlessly dodges the crash with her super speed. “Are we talking about the Grand Galloping Gala?” She asked with eager excitement.

“Rainbow Dash.” She said to the speedy peagsus very cross with her sudden appearance. “You told me you were too busy to help me harvest apples. What were you busy doing? Spyin'?” She then said in an accusing tone directed at her.

“No.” She said with her back turned from the glaring farm pony before drawing her attention to the unicorn with her head upside down as she speaks to her. ”I was busy napping, and I just happened to hear that you have an extra ticket?”

“Uh-huh.” Fuli said in an unconvincing tone knowing it was to coincidental to be considered true as she and Twilight notice the make-shift bed created on the nearby tree branches from above.

“Yeah, but…” Twilight answered before being cut off by her excitement.

“YES! This is so awesome.” Rainbow exclaimed as she interrupted. “The Wonderbolts perform at the Grand Galloping Gala every year. I can see it now...” She started as Fuli quickly snuck away with her baskets of apples as she ran off with her super speed.

“I can’t listen to this.” She said to herself as she performed three quick trips to the barn and back to quickly deliver the apples back so she can witness Applejack’s brother dress in a drag.

“…Everyone would be watching the sky. Their eyes riveted on the Wonderbolts, but then in would fly Rainbow Dash!” She said as she fantasized her vision of said ponies performing their flight routine in front of everypony with Rainbow herself joining in by flying to strut across the ground as the crowd cheers for her. “I would draw their attention with my Super Speed Strut. Then, I would mesmerize 'em with my Fantastic Filly Flash. And for my grand finale, the Buccaneer Blaze! The ponies would go wild!” She said as she envisioned herself performing said moves in an incredible fast fashion leaving the Wonderbolts jaw-dropped and the crowd going wild with cheers for her impressive skills with the Wonderbolts later commending her along with rewarding her with a new Wonderbolt suit to which Rainbow wears as she performs alongside with them. “The Wonderbolts would insist that my signature moves be incorporated into their routine, and then welcome me as their newest member.”

“Don't you see, Twilight?” She then said as she gets up in Twilight’s face after flexing her muscles to boast about her awesomeness. “This could be my one chance to show 'em my stuff. You gotta take me!”

Applejack immediately pulled Rainbow away by grabbing her by her tail with her teeth to stop her from stealing of what she thinks is hers by right.

“Hold on just one pony pickin' minute here.” Applejack intervened as she spit Rainbow’s tail out of her mouth. ”I asked for that ticket first.”

“So? That doesn't mean you own it.“ Rainbow argued back.

“Oh, yeah? Well I challenge you to a hoof-wrestle. Winner gets the ticket.” Applejack then issued a way to resolve this as the two then arm-wrestled trying to gain the edge over each other.

Fuli who had just arrived back saw their competitive scene as Twilight was getting annoyed by their disputing scene.

“What did I miss?” Fuli asked herself as Twilight spoke up to the other two ponies trying to settle it out.

“Girls, these are my tickets.” Twilight asserted herself as she spoke up, I'll decide who gets it, thank you very much. Whoever has the best reason to go should get the ticket, don't you think?” She then asked them to be fair about their reasons of wanting to go.

“Drummin' up business for the farm?”

“A chance to audition for the Wonderbolts?”

“Money t' fix Granny's hip.”

“Living the dream.”

“Oh my, those were all pretty good reasons, aren't they?” Twilight said unable to decide of who deserves it better.

“Honestly, Applejack’s reasons sound more deserving.” Fuli said feeling completely deadpan as her and Twilight’s tummy’s rubble again.

“Listen to that, I am starving.” The lavender mare giggled. “I don't know about you, but I can't make important decisions on an empty stomach, so I'll, uh, think about it over lunch and get back to you two, okay?” She then quickly said as she made her way back into town.

“Okay.” The two ponies relented in a reluctant groan while still glaring at each other with competitive hatred towards each other but before they could continue their dispute…

“Since you two were busy fighting…” Fuli interrupted as she took a bite out of another apple. “…I took the liberty of getting all of the harvested apples back to the barn before lunchtime.” She said as she turned her attention back to the farmpony. “Which means it’s lunchtime and to see your big brother walk down the big street you were just talking about.”

“All right! All right!” Applejack immediately backed off from her argument with Rainbow Dash turned into excitement. “Which means we have entertainment to go with our lunch. Come on! Let’s go see Big Macintosh wear Granny Smith’s girdles down Stirrup Street!”

Both Applejack and Fuli quickly ran back over to the barn as Rainbow quick catches up with them.

“Big Macintosh in a girdle down Stirrup Street?” Rainbow said as her competitiveness turned into eager excitement too. “Now this I gotta see.”

Later back in Ponyville where Twilight and Spike have made their way back to town.

“So, who you gonna give the ticket to, Twilight?” Spike asked as he rode on the unicorn’s back.

“I don't know Spike, but I really can't think straight when I'm hungry, so where should we eat?” Twilight replied as she still has her mind on wanting to get some lunch but before they could discuss their options, Pinkie crashed into her as she leaped out from her home in Sugarcube Corner just as the two were passing by.

As Twilight and Spike lie on their backs from the impact Pinkie notices the tickets that slipped out of the unicorn’s grasp as they floated down right on her nose.

“Gah! Bats! Bats on my face! Help!” She screamed, ran around, before trotting in place before getting a good look of what was on her face. “Wait, these aren't... tickets to the Grand Galloping Gala?!” She said as her eyes sparkled with glee as she fantasized herself running around the Canterlot Castle with balloons streamers and party decorated in her style. “It's the most amazing incredible tremendous super-fun wonderful terrifically humongous party in all of Equestria! I've always, always, always, wanted to go!”

“Oh the Grand Galloping Gala is the best place for me

Oh the Grand Galloping Gala is the best place for me

Hip hip

Hooray!

It's the best place for me

For Pinkie...”

She sang as she dreamed of her envisoned fantasy.

“With decorations like streamers and fairy-lights and pinwheels and piñatas and pin-cushions. With goodies like sugar cubes and sugar canes and sundaes and sun-beams and sarsaparilla. And I get to play my favorite-est of favorite fantabulous games like Pin the Tail on the Pony!

“Oh the Grand Galloping Gala is the best place for me

Oh the Grand Galloping Gala is the best place for me

'Cause it's the most galarrific superly-terrific gala ever

In the whole galaxy

Wheee!!”

“Oh thank you, Twilight, it's the most wonderful-est gift ever.” She said assuming she was planning on inviting her as she got up in her face with a bright smile.

“Um, actually…” Twilight tried to correct her until Rarity showed up right from behind Spike as he was picking up the tickets.

“Are these what I think they are?” She gasped as she got a good look at the golden slips.

“Uh…” Twilight tried to speak before being interrupted again.

“Yes, yes, yes! Twilight's taking me to the Grand Galloping Gala in Canterlot.” The part pony immediately said despite the ticket holder’s attempted protest.

“The gala? I design ensembles for the gala every year, but I've never had the opportunity to attend.” Rarity went as she patted her curled mane “Oh, the society, the culture, the glamour! It's where I truly belong, and where I'm destined to meet him.”

“Him! ... Who?” Pinkie asked of how she is talking about.

“Him.” She answered as she envisioned herself there. “I would stroll through the gala, and everyone would wonder, "Who is that mysterious mare?" They would never guess that I was just a simple pony from little old Ponyville.” She then fantasized herself greeting the princess along with a unicorn stallion with a white coat of fur, blonde brown mane and tail, light blue eyes, with a blue bowtie, and a crystal gold and blue cutie mark on his flank. “Why, I would cause such a sensation that I would be invited for an audience with Princess Celestia herself, and the princess would be so taken with the style and elegance that she would introduce me to him, her nephew: the most handsome, eligible unicorn stallion in Canterlot. Our eyes would meet, our hearts would melt. Our courtship would be magnificent. He would ask for my hoof in marriage, and of course I would say, "Yes!" We would have a royal wedding, befitting a princess, which is what I would become upon marrying him, the stallion of my dreams.” She giggled at the potential romance they could engage in together before turning her attention back to Twilight in the present. “Twilight, I simply cannot believe you would invite Pinkie Pie so she can... party, and prevent me from meeting my true love. How could you? Hmph.” She asked feeling betrayed as she turned her back on her friend off in a huff even though Twilight hadn’t made her decision yet.

Without warning the tickets Spike held were snatched up by a small white bunny who quickly ran on top of Fluttershy’s head who then presented her the golden slips.

“Hey!” Spike exclaimed as Fluttershy marveled at the tickets.

“Angel, these are perfect.”

“Uh, listen guys, I haven't decided who to give the extra ticket to.” Twilight finally told the eagerly jumping party pony and hung up unicorn much to their surprise with Rarity’s more delighted while Pinkie’s is more surprised.

“You haven't?” They both asked in unison with their faces leaned towards each other cheek to cheek.

“Um, excuse me, Twilight. I would just like to ask, I mean, if it would be all right, if you haven't given it to someone else...” Fluttershy softly brought up.

“You? You want to go to the gala?” Rarity asked in disbelief with a raised skeptical eyebrow that a peagsus pony like her would want to go a very big social gathering.

“Oh, no.” Fluttershy said as she looked away until express her desires more confidently as Angel taps one of her hooves to encourage her to get it out. “I mean, yes, or, actually, kind of. You see...” She explained as she envisioned herself in the castle gardens admiring the scenery and critters there. “It's not so much the Grand Galloping Gala as it is the wondrous private gated garden that surrounds the dance. The flowers are said to be the most beautiful and fragrant in all of Equestria. For the night of the gala, and that night alone, would they all be in bloom... and that's just the flora! Don't get me started on the fauna. There's loons and toucans and bitterns, oh my! Hummingbirds that can really hum, and buzzards that can really buzz. White-blue jays, and red jays, and green jays, pink jays and pink flamingos!”

“Gee, Fluttershy, it sounds... beautiful...?” Twilight complimented her personal desires just as Rainbow comes bursting into the scene appearing from one of the roof tops with a confrontational expression of anger.

“Wait just a minute!”

“Rainbow Dash! Were you following me?” She asked the peagsus as she flew down to face her.

“No. I mean, yes. I mean, maybe.” She answered with a lie, then truth, and then half-truth before getting back on track. “Look, it doesn't matter. I couldn't risk a goody-four-shoes like you giving that ticket away to just anybody.”

“Wait just another minute.” Applejack butted in as she approached the two just as confrontational as Rainbow Dash just as Fuli arrives on the scene.

“Applejack, were you following me too?” Twilight asked the farm pony now sounding very upset with the lack of trust they are showing her.

“No. I was followin' this one to make sure she didn't try any funny business.” She answered as she pointed in the blue peagsus’s direction. “Still trying to take mah ticket.” She grumbled at her.

“Your ticket?” She exclaimed.

“But Twilight's taking me.” Pinkie asserted that she is one going with her as everyone but Twilight and Fuli argue which is becoming too much for the unicorn as lays down on the ground and covers her head for protection.

Fuli could not believe them as they continued to argue for what they feel is theirs as she takes action and steps in front of Twilight as she shouts.

“QUIET!”

Every stopped arguing as they are all surprised by the cheetah’s outburst.

“And then I said, "Oatmeal, are you craz—" oh.” Pinkie continued rambling until realizing that everyone is now deadly silent.

“Are you all out of your minds?!” She further yelled out in disbelief at the amazing display of selfishness they were showing which is really getting on her nerves. “All of this over a ticket that Twilight herself has the rights to choose who she wants to accompany her! There is really no use arguing over this!”

“But Fuli…” Rarity tried to protest only for Twilight to cut her off.

“Eh! Fuli is right!” Twilight immediately interrupted her as she asserts herself to the girls. “This is my decision, and I'm gonna make it on my own, and I certainly can't think straight with all this noise…” She said as her stomach rumbled again. “…not to mention hunger. Now go on, shoo.”

All five ponies all grumble as they all walk off in disappointment.

“And don't worry, I'll figure this out... somehow.” She called out to them to assure them a decision will be made soon with a little uncertainty of how she is going to approach this.

“Thanks, Fuli.” Twilight said to the cheetah in a now calm and grateful tone as Spike regroups with them.

“Don’t mention it.” Fuli thought nothing of it as they now make their way down town. “Anything for a friend.”

“Now if I can just get somewhere to have lunch.” Twilight said as she focused on her primary concern. “Because I really haven’t eaten anything since this morning.”

“I hear you.” The cheetah emphasized with her plight. “Because right now I could really go for some fresh meat right about now.”

“But didn’t you already have lunch too?” Twilight asked in confusion.

“Aside from all the apples I snacked on watching Applejack and Rainbow Dash continuing to duke out of their rights to your ticket. Not much else.” Fuli answered and voiced her annoyance as her stomach rumbled again. “Ugh, seriously, I didn’t even get to see the farm pony’s brother dress in a drag over because of their obsession to a very fancy lame boring no fun party.” She further expressed her irritation of how they are dragging this on as Twilight gives her a raised eyebrow.

“You really want to see Big Mac dress in a drag?” Spike asked in surprise of the cheetah’s desire of amusement.

“Yes.” Fuli replied as she faced Spike before turning to face Twilight with in an apologetic tone as her stomach rumbled again. “Sorry, but I too really can’t think straight when I’m hungry and believe or not I can be pretty cranky when I don’t get to eat.”

“Well hopefully we can find something to eat help us relive our stress.” Twilight said as she eyed a nearby café. “And I think I might have found the place to help brighten our mood.” She said as they all make their way towards the café the unicorn is thinking of stopping to eat.

Once they got there they all took seats at an outside table with hay as chairs to which Fuli to adjust a little as she didn’t want to be constantly pricked by the stray strands as she observed the menu of what they had to offer.

“Spike, what am I gonna do? All five of my best friends have really good reasons to go to the gala.” She voiced her troubles as she picked five petals off a flower from the center-pot on the table. “Applejack, or Rainbow Dash? Pinkie Pie or Fluttershy, Rarity... Oh, who should go with me?” She then said in worry as her and Fuli’s stomach rumbled again as the former licked the petals off the table with the latter tasting two of the four flowers for the sake of getting a little something to stave off her hunger as a waiter approached them.

“Have you made your decision?” He asked of them.

“I CAN'T DECIDE!” The unicorn shouted thinking it was one of her friends showing up to bug her about it.

“Twilight, he just wants to take your order.” Spike said as he pointed to his menu.

“Oh.” Twilight said before turning to the waiter. “I would love a daffodil and daisy sandwich.”

“Do you have any rubies?” He asked as the waiter’s face is blank from that question before tossing aside the menu. “No? Okay. I'll have the hay fries, extra crispy.”

“And I’ll have the hay fries as well.” Fuli politely addressed the waiter who then walked off to get their requested food made.

“What do you think, Spike?” She asked the baby dragon.

“I think we have to try another restaurant.” Spike said thinking more about the food than what she was actually thinking about. “I mean, I like grass just fine, but would it hurt anybody to offer some gemstones?”

“I think she meant the Gala and the ticket and who she should take.” Fuli told Spike to make sure he gets the point. “Although a place that serves meat would be better in my opinion. I wish I thought of that before.” She grumbled a little.

“Sorry, Fuli.” Twilight apologized realizing she didn’t think about her friend’s wishes. “I forgot you’re more for eating meat?”

“It’s okay, Twilight. I too can’t think straight when I’m hungry either and I would have done the same if I were in your paws or hooves there.“

“Oh.” Spike said now back on the topic. “You're still on that?” But then brought up… “But wait, what about you Fuli? Don’t you want to go?”

“I’m fine really.” The cheetah insisted otherwise. “I really don’t want to go.”

“Why not?” Spike asked her wondering why she would pass down an opportunity just like that.

“Because like you said I’m not into these kinds of parties.” Fuli answered with a look of disdain at the thought of it.

“Are you sure?” Twilight asked to make sure she isn’t having second thoughts.

“I’m sure.” She firmly and kindly answered. “I understand now of why every pony is really talking about but I just don’t understand why it’s worth fighting about?”

“At least you understand and respect my needs.” Twilight said as she ponders her predicament. “I just don’t know how I’m going to choose who goes with me? And when I do choose, will the other four be mad at me? I mean, I could give up my ticket and give away two, but that would still leave three disappointed ponies. What if I—“

Mid-sentence the waiter had come by and dropped off their food.

“Oh thank you. This looks so good. I'm sure everything will be much clearer once I eat.” Twilight said as Spike and Fuli both started chowing down on their fries really fast.

“Whoa, you are really those hay fries!” Spike commented in impressiveness with her fast eating as he suddenly finds most of his fries suddenly eaten. “Hey! My food!”

“Got to be quicker!” Fuli said with a teasing smile as she burped loudly to which she quickly covered her mouth and blushed a little as both Spike and Twilight laugh just as Kion approached their table.

“Or maybe you should slow it down a little.” Kion said as he approached the three just as Twilight was biting into her sandwich.

“Hey, Kion.” Twilight greeted as she gulped down her bite of food. “How’s it going?”

“Going fine.” Kion replied. “How about you?”

“Okay.” Twilight said as she took another bite. “Would be much better if my friends weren’t constantly bugging me.”

“Why is that?” Kion asked as Twilight speaks in between bites.

“Well…Princess Celestia is hosting an annual royal ball called “The Grand Galloping Gala.” in a few months and I have been lucky enough to get two tickets too. And because it is such a popular event to everypony here all my friends are excited to the point they are constantly nagging me into deciding who gets to go with her. But of course it is very annoying when I am trying to do is get something eat.”

“Really?” Kion said as he took this all in. “That bad, huh?”

“Very bad.” Fuli answered as her stomach growled again. “I know we had all just met them but I think they least they could do is respect her privacy and let her decide who should go.”

Kion thought about it for a minute as the waiter clears their plates to replace them with second helpings of food to which the three licked their lips in anticipation for as he thinks of something in his head.

“You know…” He started as he thinks of an idea. “My dad has a meeting with Princess Celestia later today. So maybe…”

Before he could finish his drawn was suddenly drawn by the many ponies taking cover inside the café building.

“Em, madam? Are you both going to eat your food in ze rain?” The waiter asked from the doorway.

“It's not raining...” Twilight said in confusion as the four suddenly see the downpour around them as they are in the center of the only spot that is not getting rained on.

“What's going on?” Fuli asked as she looked up to see Rainbow holding up the opening from above the rain clouds.

“Hi there, best friend forever I've ever ever had. Enjoying the sunny weather?” She greeted.

“Rainbow Dash, what are you doing?” Twilight asked with an annoyed and suspicious look.

“Whaddya mean?” Rainbow tried to play innocent which wasn’t fooling Twilight nor Fuli. “I just saw the smartest, most generous pony about to get rained on, so I thought I'd kick a hole in the clouds to keep her dry so she could dine in peace, that's all.”

“Rainbow, you're not trying to get extra consideration for the extra ticket by doing me extra special favors, are you?” The unicorn still said unconvinced as she and Fuli share matching unsurprised expressions as they eye each other before eyeing back at Rainbow.

“Me? No no no, of course not.” She still tried to deny.

“Uh-huh.” Fuli said not buying the act either.

“Seriously, I'd do it for anypony.” She insisted despite many ponies running around trying to seek nearby shelter.

“Sure you would.” Fuli said as she eyes the many ponies getting soaking wet. “If that means something’s in it for you.”

Rainbow could only giggle a little seeing that this is not helping his case.

“Rainbow, I am not comfortable accepting unwanted favors, so I'd appreciate it if you close up that rain cloud right now.” Twilight firmly told her that she isn’t swaying her.

“Ugh, fine.” Rainbow reluctantly obliged as she zipped up the cloud.

“That's better.” Twilight then said satisfied as she was about to bite into her sandwich…only for it to be immediately soaked along with her, Fuli, and Kion in the rain.

Both Twilight and Fuli groaned in frustration as Spike on the other hand, began snickering.

As if things couldn’t get any worse, Rarity while wearing a umbrella over her head and on her back just happened to be walking by.

“Twilight, it's raining.” She told her.

“No, really?” She sarcastically replied with a deadpan expression.

“Guess we should have let Rainbow keep that spot open after all. At least long enough to keep ourselves from getting wet while we try to get enough food to eat.” Fuli also said with the same expression as Twilight as Rarity grabbed Twilight and pulled her on over to her shop.

“Come with me before you catch a cold.” She said as ran off ahead with Twilight in tow.

“Oh sure go on ahead and get Twilight out of the rain. Don’t mind us. We’ll just catch up as we further get soaked by the rain.” Fuli further expressed her annoyance and sarcasm in the self-interested unicorn’s direction as she turns to Kion and Spike. “And that’s just only the beginning of it.” She told them as she ran off ahead with Kion and Spike following after her as they all make to her shop to where the unicorn’s have both already made it inside with the lavender mare shaking herself dry.

Fuli wasted no time doing the same as Kion followed suit.

As soon as Twilight shook herself dry she suddenly saw that she accidentally got her friend soaked by the water shaken onto her fur.

“Heh heh, oops, sorry.” She quickly apologized.

“Eh, she kinda had it coming.” Fuli didn’t mind seeing the white-coated unicorn’s mane get soaked in return.

“Don’t you think you’re being a little harsh there?” Kion asked his friend still trying to understand why Rainbow wanted to clear a space of clear sky free of the downpour.

“Not really.” Fuli answered as they watch the two unicorn’s interact with each other. “Just keep watching and you’ll understand why.”

“Oh no, it's quite all right.” Rarity kindly shook the rain water off as her mane returned to its curly state. “After all, we are... the best of friends, are we not? And you know what the best of friends do?” She then said as she moved her head in close and tilted sideways on the side of Twilight’s head in a rather affectionate manner.

“Uh…” Both Twilight and Kion said separately as the latter is seeing that Rarity is really trying to butter her up with something as she holds up the former’s hooves up.

“Makeovers!” Rarity exclaimed as she levitated a portable fitting room with her image on the front of it as she fits Twilight into an outfit.

“Ugh, Rarity, ow, this really isn't fixing it. I mean, thank you but, ooh, that's too tight.” She said as the other unicorn forcibly puts an outfit on her.

“There. Oh, you're simply darling.” She complimented once she was finished with her completed work.

“Uh, yeah, it is kinda pretty, isn't it?” Twilight replied not sure what else to say but admittedly very complimentary.

“It sure does.” Kion also complimented as he turned to see Spike and Fuli both sticking their tongues still not impressed and into the girly girl stuff as the latter sees through the unicorn’s ulterior motives as she walks up to them.

“And you Fuli. I have a dandy little outfit for the dashing cheetah.” She said to her as she turned to the baby dragon. “As well as for the young baby dragon too.”

And just like that the two were forcibly dressed against their will as she puts outfits on them in her portable fitting room.

“D-ah, ow, oh, hey, wow, watch it, whoa!” Spike screamed.

“Hey, hey, watch the fur, watch the fur!” Fuli screamed as Rarity pulled aside the portable fitting room.

Spike reacted with shock with his blue fancy outfit with a golden yellow sash, buttons, and a golden yellow wig on top as Fuli saw herself wearing a fancy green dress.

“What the…?” Fuli reacted as she looked down on the dress she forced onto as both Kion and Twilight giggle in amusement.

“Oh, Spike.” Twilight commented on the dragon’s outfit.

“You look pretty good, Fuli.” Kion complimented as the cheetah walked in circles getting a look at the dress Rarity put on her with a look of embarrassment plastered all over her face.

“Now you just need a hat.” She told the baby dragon as she placed a black hat with an orange feather on it.

“Ugh, I told you, I don't want any part of this girly gala gunk.” Spike reacted with disgust of playing dress up. “See you back at the library.” He said as he immediately fled the scene.

“Oh, who needs him anyway.” Rarity quickly didn’t take offense to his sudden departure as he turns his attention back to Twilight with a mirror to look at herself in. “This is all about you, and how fabulous you'll look at the Grand Galloping Gala.” She said as Twilight starting admiring herself in the mirror until those last three words were spoken.

“Wait, the Grand…” Twilight tried to speak in realization until Rarity spoke up cutting her off.

“And oh, my goodness, what a coincidence. I happen to have an ensemble of my own that matches yours to a T.” She said as not to coincidentally walks up to a ponynequin wearing the outfit Twilight was trying on before clinging onto the unicorn as they both look on in the mirror’s direction. “We would be the belles of the ball, you and I. Everyone would be clamoring for our attention. All eyes would be on us, and then everyone would finally know, the most beautiful, most talented, most sophisticated pony in all of Equestria is Rarity the unicorn.” She furthered spoke of her fantasy before catching herself when she put more emphasis on herself than her friend. “Ah, and Twilight Sparkle, of course.” She added with nervous laughter to try to save face to no avail as she and Fuli both saw through her scheme.

“I see what's going on. You're just buttering me up so I give you the extra ticket. Well it's not gonna work. You're going to have to wait for my decision just like everyone else.” She firmly told the unicorn that her attempts to curry her favor aren’t working as she threw away the accessories before making her way out of the door. “Now if you'll excuse me, I've been trying all day just to get some lunch.”

“Did somepony say lunch?” Applejack immediately said as she appeared and dragged Twilight off to her cart to where he had a whole assortment of apple treats on display as Kion and Fuli both walk outside to see what Applejack is doing with the latter took off the dress Rarity made for her just before leaving.

“You've got to be kidding me!” Twilight said in shock at the both the marvelous display of food and how far Applejack is going for a shot for her ticket.

“This is what I’m talking about!” Fuli told Kion as they continue watching the farm pony’s attempt to bribe Twilight.

“I got apple pie, apple fritters, apple tarts, apple dumplings, apple crisps, apple crumblers, and apple Brown Betty.” She presented the treat itself. "Uh, the dessert, not my auntie.” She quickly added for clarification. “What do you say there, best friend?” She then asked the unicorn who along with Fui’s stomach growled again. “Is that a yes?”

“No. No. I don't know who I'm giving the ticket to, and all these favors aren't making it any easier to decide.” Twilight snapped in reply. “In fact, I'm less sure now than I was this morning. Ugh!” Twilight groaned as she ran off on her own.

“So, that's a maybe?” Applejack again felt the need to ask as Fuli walks up to her just as annoyed and agitated as Twilight.

“How about maybe letting her have time so she can actually decide who gets to go with her instead of showering her with unwanted favors to try to curry her favor.” Fuli irritably said to the farm pony as Rarity walks up from behind. “Why is it so hard for you all to wait?! It’s bad enough that she is already starving to death because you can’t let her make her choice in peace?!” She then said as her stomach rumbled again. “Not to mention making me hungrier than ever.”

Both Applejack and Rarity after hearing the cheetah out both then looked down in shame as they realized of how selfish they were being.

“You’re right darling.” Rarity spoke up in realization. “And this ironically goes against my element.”

“Sorry Fuli.” Applejack apologized as she briefly took of her hat. “I got so caught up with what I wanted that I ignored Twilight’s respectful wishes as well as your’s. I wasn’t thinking straight. Can you forgive me?” She asked the cheetah.

“As long as I can get something to eat afterwards.” Fuli answered as she turned to Kion who speaks his idea of how to resolve this.

“You three go ahead and calm everyone else who has already heard about Twilight’s tickets to the Gala while I go get the rest of the Guard here before things get ugly.” Kion told the cheetah in charge as she immediately ran off to do so. “We’ll all meet back up at the library once the heat dies down.” He said as he ran back off to the Pride Lands while Applejack and Rarity ran opposite from him as they pursue Fuli while he thinks of another idea to resolve Twilight’s problem in regards to the whole ticket deal.

Meanwhile, back at the tree Twilight is just arriving and meeting up with Spike who had just retreated there.

“Ugh, I never thought being showered with favors would be so aggravating.” She groaned to herself as she walked inside but to her surprise Fluttershy is already inside the library humming while making the place shiny and squeaky clean.

“Fluttershy, not you too?” She gasped in disappointment seeing that she is the last pony to engage in this kind of competition.

“Oh, well, hello Twilight.” She kindly greeted. “I hope you don't mind, but we're all doing a little spring cleaning for you.

“It’s summer.” She noted while looking annoyed as she expects what her friend is trying to do now.

“Oh, well, better late than never, right?” Fluttershy shrugged it off as no big deal with a small blush. “It was Angel's idea.” She said as she turned to said bunny who smiles as she puts together a salad.

“You're not doing this for the ticket, are you?” Twilight still suspiciously asked her still not fooled by the buttery creamed peagsus’s words.

“Oh no, I'm doing this because you're my very best friend. Right, Angel?” Fluttershy insisted otherwise as she turned to her bunny who is now frowning. “Oh, yes, we are just doing this for the ticket.” She then admitted as Angel offered the jaw-dropped unicorn the salad as her stomach growled again.

“No, no, no!” She shouted with her voice causing Angel to stumble back and accidentally drop the offered dish. “Well, this was all very nice of you and Angel, but I'm not accepting any extra favors until I've made my final decision, so I'm going to have to ask you to leave.” She then said as she turned to the front door, opened it, and gestured the two to leave at least until...

“SURPRISE!” A crowd of ponies exclaimed as Pinkie appeared and dragged her outside against her will.

“Twilight is my bestest friend

Whoopie, whoopie!”

Pinkie sang the crows tossed Twilight up into the air.

“Pinkie...” Twilight tried to speak.

“She's the cutest, smartest, all around best pony, pony!”

She sang as the crowd had Twilight flip over in between throws.

“Pinkie.” Twilight again tried to speak.

“I bet if I throw a super-duper fun party, party!”

Pinkie sang as she hopped around the crowd.

“Pinkie!”

She again said with crossed arms.

“She'll give her extra ticket to the Gala to me!”

“PIIINKIIIE!!” Twilight now shouted off of the top of her lungs to which the crowd stepped back in surprise as they step aside and accidentally drop Twilight to the ground.

“Yes, Twilight?” The party pony now replied with her song now over.

“At least the other ponies tried to be subtle about the ticket.” She scolded her for her approach and attempting to sway her favor.

“Wait, what ticket? What gala?” One of towns ponies asked in confusion.

“Oh, you didn't know? Twilight has an extra ticket to the Grand Galloping Gala!” Pinkie carelessly revealed to everyone around them.

“The Grand Galloping Gala?!” They all asked in loud unison as Spike quickly came to her rescue as he dragged her off so they can get a head start on the pursuing mop which ended up being short-lived as they are immediately surrounded by the over-excited and eager crowd showering her with offers and favors.

“Have I ever told you how much I love your mane?”

“I'll wash your dishes.”

“Would you like any help with your gardening?”

“I have a cartload of extra carrots.”

“I'll paint your cart.”

“What are we gonna do?” Spike asked Twilight as he clinged onto her back.

“We're... gonna... run!” She answered as she shouted the last word as she sprinted as she fast as her hooves can carry her as the crowd follows after her.

Twilight and Spike both ran as fast as they could to avoid the raging crowd trying to intercept them at every turn even disguising themselves as parent and child with Twilight wearing a light blue hood and dress with Spike wearing a baby bib sucking on a binkey. Their hiding spots even ranged from hiding under the bridge and posing manquiens in a store with Twilight dressed as a clown with Spike dressed as a beach girl complete with a cocoon bra and grass hula skirt.

Alas, their efforts to lose them end up all for naught as they both end up cornered in a dead end in an alley as the crowd proceeds to approach Twilight with endless favors to get them to consider one of them for the extra ticket.

But before any pony could open their mouths, Fuli quickly appeared and whisked Twilight and Spike away before any pony could do anything about. Just in an instant the two had both disappeared leaving the crowd wondering where she went as Fuli drags the two off as fast as she could back to the library while slamming the door behind her.

“Whoa!” Spike exclaimed as he and Twilight stumble around feeling very dizzy from the cheetah’s super speed as she pants rather heavily of the big burst of energy she mustered to pull that rescue off.

“Ugh... Warn me next time you're gonna do that.” Spike said as he recovered from flash-forward moment.

“Sorry. But it took all I had just to get you both out of there.” Fuli returned as she clenched her stomach and groaned as she made her way to the kitchen.

“Thanks.” Twilight said to her as she turned to Spike. ”Now quick, lock the doors!”

The two quickly do so to prevent anyone from coming inside uninvited to relentlessly get her into giving her extra ticket to one of them along with turning off all of the lights and blew out the house candle light to let everyone know she is not to be disturbed from her sleep.

“Phew.” Twilight said in relief as Fuli joins up to the two with her mouth full of bread while carrying a loaf of bread.

“Sorry.” She apologized as she gulped down her last mouthful. “Running really burns up a lot of energy.”

“No worries.” Twilight said as she is more concerned with nobody but nobody is around to bug her in regards to her tickets to the Grand Galloping Gala.

At least until the lights in the main room turned on to reveal Fluttershy, Pinkie, and Rainbow Dash already inside eager to learn of her decision.

“Yaaaargh!” She screamed as she is so overwhelmed and pressured as she buries her head onto the ground.

“What the…?!” Fuli exclaimed in exasperation of how they got inside in the first place.

“I can't decide, I just can't decide! It's important to all of you and I just can't stand to disappoint any of you, and giving me gifts and doing me favors won't make any difference, because you're all my friends and I wanna make you all happy and I can't, I just can't!” She screamed as she covered her head and expected the worst as Fuli steps in her friend’s defense.

“You all happy now?!” Fuli angrily asked the three who all came inside uninvited. “You got a stressed out and starved to death a unicorn and a cheetah who had just pulled her to safety from the crowd of ponies that was just harassing her with favors and to which the rest of the Guard is currently dealing with to get them to come to their senses!”

Upon seeing the two like this, the three all also come to the same realization of how selfish and insensitive they were all acting just as Applejack, Rarity, and Bunga came inside with Rarity knocking on the door to announce their presence.

“What Now?!” Fuli shouted as she turned to the door to see who dares to come here uninvited only for her anger to soften upon seeing it is three of her friends.

“Easy, cheetah.” Bunga said with raised arms before she can get aggressive with anyone. “It’s just us.”

“And the rest of the Guard?” Fuli asked.

“They’re calming down the crazy mob of ponies that were just harassing Twilight.” Bunga answered. “They told me to come here and check up on you two.”

“We’re okay now.” Spike told the honey badger. “Thanks to Fuli coming to our rescue in the nick of time.”

“Twilight, sugar…” The farm pony started her apology as she placed a hoof on Twilight’s back. “…I didn't mean to put so much pressure on you, and if it helps, I don't want the ticket anymore. You can give it to somepony else. I won't feel bad, I promise.” She assured no harm with an assuring smile.

“Me too. I feel just awful that I made you feel so awful.” Fluttershy apologized as she flew over to Twilight.

“And me too. It's no fun upsetting your friends.” Pinkie added as she and Rarity still stand from their previous hiding spot.

“Twilight, it was unfair of me to try to force you as I did as it really goes against my element to do so.” Rarity also apologized feeling very guilty for her role in this mess.

“Yes! That means the ticket is mine. Ha ha, I got the ticket, I got the ticket—!” Rainbow gloated feeling she won until seeing the annoyed glares everyone and that she is not helping anyone’s case here. “You know, I haven't perfected my signature moves for the Wonderbolts anyway. I don't need that ticket either.” She then humbly retracted her previous words.

“We all got so gun-ho about going to the gala that we couldn't see how un-gun-ho we were making you.” Applejack further apologized on behalf of every pony as they say together.

“We're sorry, Twilight.”

“Spike, take down a note.” Twilight instructed the young dragon as he pulls out a quill and paper.

“Dear Princess Celestia,

I've learned that one of the joys of friendship is sharing your blessings, but when there's not enough blessings to go around, having more than your friends can make you feel pretty awful. So, though I appreciate the invitation, I will be returning both tickets to the Grand Galloping Gala.”

“What?!” The Mane Five all exclaimed in shock by this decision.

“If my friends can't all go, I don't wanna go either.” Twilight further cemented her bond over a special party with a positive smile.

“Twilight, you don't have to do that.” Applejack tried to insist otherwise as Rainbow has her hooves up to her teeth while silently pleading with her not to go through with it.

“Nope. I've made up my mind.” Twilight’s stance on the matter refused to change as she turned to Spike. “Spike, you can send the letter now.”

Spike immediately does by breathing fire on it to send it to the princess herself as it flies through the window.

“Cool! I didn’t know you could do that!” Bunga remarked to the dragon’s ability. “That’s un-Bunga-leivable!”

“But now you won't get to go to the gala either.” Fluttershy sadly pointed out of what she had just did.

“It's okay, girls.” She assured everyone it’s no big deal. “I couldn't possibly enjoy myself without my best friends there with me...”

Everyone all awed in response as they all got together for a group hug by the unicorn’s heartwarming gesture not to have them feel left out.

Well expect for Spike and Fuli who still still their tongue’s out still not into the Grand Galloping Gala as the former started looking he is going to throw up.

“Well wallop my withers, Spike. Isn't that just like a boy? Can't handle the least bit of sentiment.” Applejack commented as he burps up a letter from Princess Celestia which narrowly misses the cow girl’s head. “Whoa Nelly!“

“A letter from the princess? That was fast.” Twilight commented as Fuli looks on especially impressed considering she is all about fast as Spike opens the letter and reads it word for word.

"My faithful student Twilight,

Why didn't you just say so in the first place?”

He read as he pulled out…

“Six tickets to the Grand Galloping Gala.”

The Mane Six all gasped with astonished surprise and excitement hearing and seeing this.

“Now we can all go!” Twilight said in delight as all six ponies cheer for each other as both Twilight and Fuli’s stomach's growled again to which Rarity took notice as the former laughed nervously when that happened while Fuli just looked aside with a grin.

“Allow us to treat you two to dinner.” She offered as Spike handed each and every pony their tickets as everyone walks out the door.

“As long as it is a place that serves meat.” Fuli voiced her needs while agreeing with whatever Twilight chooses.

“What a great way to apologize.” Rainbow said as she obtained her ticket.

“And to celebrate! Come on everyone, the cupcakes are on me!” Pinkie said as she obtained her ticket as Spike then feels saddened and left out as if he truly does want to go as Applejack the last to leave and obtain her ticket.

“How come I don't get a ticket to the gala?” Spike wondered to himself as he burped up another letter which read with another golden ticket.

“And one for you, Spike.”

Spike giggled as he ran outside after shutting the door behind him yet stops when he sees Applejack standing in front of him with a knowing smile.

“I mean, gross, I have to go too?” He pretended to keep up his initial stance until he dropped the act as he ran off ahead as Applejack chuckles in amusement as they catch up with the others.

Just as they all regrouped, the rest of the Lion Guard regrouped with them as they too wanted to join them for dinner.

“Hey girls!” Kion greeted them with his mane appearing a little messy than usual. “Sorry we’re late but we really had a lot to sort out back there.”

“From dealing with a crazy mob of ponies, getting them to go home without further annoying Twilight, and learning about the king’s meeting with the princess.” Ono explained while looking exhausted and hungry as Twilight and Fuli.

“I don’t think I have ever calmed so many ponies before.” Beshte shared the same exhaustion as the egret rested on his back.

“How did the meeting go?” Twilight asked Kion.

“It went fine in regards to slowly transitioning the two kingdoms together.” Kion answered as they all walked towards the restaurant of the unicorn’s choice. “Although it is going to take a while before everyone is ready to visit between both Equestria and the Pride Lands.”

“Why not?” Bunga felt the need to ask.

“Because not everyone is ready to adjust to constantly visiting another world.” Rarity answered. “I mean there are quite a lot of things they have and we don’t and vice versa.”

“Can’t really blame them.” Fluttershy voiced in agreement as she can relate to those shy of the idea of visiting another world. “These things do take time.”

“Okay. But they don’t know what they’re missing.” Bunga then said after deciding to drop it for now.

“Other than that the meeting between my dad and princess went off very fine.” Kion then added to move on with what he wanted to say next. “I did manage to talk to my dad about the Grand Galloping Gala and after a talk with the princess she decided that it is the perfect opportunity for both Equestrians and the Pride Landers to get together provided with invitation.”

“And...?” Twilight asked what else there is to it.

“And that in honor of our accomplishment in defeating Nightmare Moon we all have been invited to the gala too.” Kion finished as he presented five golden tickets in his paw.

“Really?!” The girls all exclaimed in further awe amazed astonishment.

“That way so everyone can go.” Kion added as everyone cheers in excitement as they make their way to the restaurant.

“Wow!” Applejack voiced in amazement. “You went through all of that just for all of us.”

“And for me.” Twilight said just as touched.

“Yep.” Kion replied. “Did you think I wasn’t going to let Twilight go on her own?”

Feeling very grateful, Twilight leaped over and hugged the young lion for what he did for her.

“Thank you.” She said as her stomach growled again to which she nervously grinned as she looked aside. “We should get inside because I am starving.” She said as she led the way inside the restaurant as everyone follows suit.

“Oh yeah!” Bunga jumped up in excitement already looking forward to this big event.

“All the more reason to celebrate!” Pinkie exclaimed as she happily hopped inside.

“You said it!” Rainbow said as she flew inside as everyone all prepared to have dinner together with excitement going forward with what’s about to happen.

Fuli is the last to come inside but not before looking at the dress Rarity made for her while secretly starting to admire of how good she looked in it before quickly hiding in her possession before coming inside to join the others where she and Twilight prepare to get a well-deserved meal after everything they have went through today.

Author's Notes:

In the first MLP episode outside of the pilot, we have the episode where Twilight has to deal with her friends in Ponyville nagging her when she gets tickets to the Grand Galloping Gala.

For this episode, I decided to have Fuli join by Twilight in the A-Plot since she isn't the type of girl who is into really Girly Girl parties (well at least doesn't want to admit it), her active lifestyle would involve a lot of energy being burn to work up an appetite, and is not someone who would want to fight over wanting to go to the Gala while Kion comes in late to work out something to resolve all of this.

That being said, for those wondering about the two worlds coming together, it will be something that will happen slowly but gradually since of course transition takes time to happen and cannot be forced upon everyone.

Next up is "The Applebuck Season." where Applejack takes center stage in this upcoming episode.

Episode 4: Applebuck Season

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Episode 4:

The Applebuck Season

In the Pride Lands, Beshte is currently working on lifting a boulder stuck in the middle Big Springs that had fell into the water yet is working hard and using most of his strength to try to keep pushing as the rest of the Guard shows up.

"Doing okay, Beshte?" Kion asked as he noticed Beshte is having a little trouble.

"Yep." He answered as he strained through his efforts to move the giant rock. "Could use a little help though."

"No problem. We got your back!" Rainbow returned as she helps the hippo to roll the boulder out of the water with magical assistance from Twilight and Rarity as they all work together to move the boulder of the water in Big Springs and right back to it's original spot but this time had some firmly cemented into the ground so that it stays in place for good.

"Thanks guys." Beshte happily thanked them as Twilight and Rarity take a moment to catch their breath after using their magic there.

"No problem. Just helping out a friend in need." Twilight thought nothing of it as she and Rarity conjured towels for themselves to wipe the sweat off before relaxing in the water on their backs. "Ooh. That's nice."

"How very soothing." Rarity said as she already put on a mud mask with cucumber eye covers as she leaned back against the edge so she could sit back and relax.

"That's Big Springs all right." Beshte happily said as he joined in on the relaxation as she donned a blue sunhat with a purple feather and purple sunglasses. "Really relaxes your muscles and eases your tensions."

"Nothing like a nice morning to chil-lax after a job well done." Rainbow said as she laid back into the water while wearing black sunglasses.

"You said it." Beshte said as the rest of the Guard watches while feeling satisfied with their accomplishment. "That boulder sure was starting to give me a tough time there until you guys showed up."

"At least we were there to help you when we did and you're okay now." Kion said.

"Yeah, you guys sure have always been there for me when I really needed it." Beshte said. "Even during times I have been able to handle things on my own."

"That's true as even as the Lion Guard's Strongest, you are still just one hippo and one hippo versus something just out of your comfort zone just doesn't add up." Ono added. "Common knowlege, really."

"Speaking of the strongest of the Guard, where's Applejack?" Beshte brought up and asked as he noticed as isn't with them.

"She's back in Ponyville harvesting apples at Sweet Apple Acres." Twilight answered as she tilted her head up towards Beshte as she floated. "Got a big one she's preparing for."

"Well at least Applejack got's plenty of help there." Beshte returned feeling like she's got plenty of help back on the farm.

At that moment, Applejack is looking on the entire orchard all by herself to which she nervously gulps a little seeing her huge and daunting tasks she had just signed herself up for.

It’s harvesting season at Sweet Apple Acres, where all of the red delicious apples are all ripe and juicy for harvesting for the huge apple harvesting at this time of the year. Since Big Macintosh hurt his back earlier, his sister Applejack volunteered to take the harvest on her own despite her brother’s protests that the job is too big for one pony since there are hundreds of apple trees to tackle in order to do so.

But Applejack taking pride with herself stubbornly refused to accept help even taking offense to her big brother’s well-intentioned advice although she secretly feels she may have bitten off more than what she could chew when she stepped up to the task.

But regardless, she still insists on powering herself through this and complete this task as she promised no matter what.

“Well I better get kickin'. These apples aren't gonna shake themselves outta the trees.” Applejack said to herself as she began with day one of the harvest.

But before she could buck a single tree she is distracted by the sudden ground shaking and rumbling as an apple bounces off of her head.

“Hey!” She said as she turned to the source and then said with wide-eyed shock as she ran off ahead. “Oh no.”

In Ponyville, Rainbow and Ono flew over and got a good look of what was heading their way.

“Hapana!” Ono said as he sees a herd of cows stampeding and heading towards Ponyville to create blind damage to the town.

“STAMPEDE!” Rainbow shouted as the herd of cows near the town ready to cause havoc throughout town.

“Stampede!” Many ponies took cover and ran around town in a panic just as the Mane Six minus Applejack along with the Lion Guard all arrive on the scene.

“Hey...!” Pinkie said as she stayed still and trembled on the ground which created waves of vibration in her voice. “This makes my voice sound silly!”

“So does mine!” Bunga added as he joined in on what Pinkie is doing as Twilight turns to snap them out of their habit for their silly antics.

“Pinkie Pie, are you crazy?! Run!” The unicorn told her as she dragged them off to safety. “Brace for impact!”

“Fuli, calm the herds!” Kion took charge and ordered the cheetah who sprinted off ahead to do so.

“Everypony calm down. There is no need to panic.” Mayor Mare, a mare with tan brown coat of fur, a gray mane and tail, indigo eyes, wearing a teal bow tie under a white collar, and a pair of yellow glasses tried to assure everyone not to panic as Rarity walks up to her.

“But Mayor, whatever shall we do?” Rarity desperately asked with a hoof to her forehead with no way to control the situation

“Look there!” Rainbow pointed out to the oncoming herd just before Fuli could do anything about the situation as Ono looks on ahead with his keen eyesight.

“I don’t believe it!” Ono voiced his disbelief at what he is seeing as the farmpony has already taken action to take control of the situation as she and her pet dog with brown and white fur and a red dog collar, rush over to tame the herds before they can wreak havoc in Ponyville.

“YEEHAW!” The farm pony exclaimed as she charged to calm the herds down much to Fuli’s surprise that she is able to handle all of this all on her own as she screeched to all halt just in front of the foot bridge once she got a good look of the situation herself.

Everyone cheers for Applejack as she and her pet dog run side by side together.

“Move aside, Winona. Put 'em up, girl!” The cowgirl instructed her as she barked and set out to run to the opposite side of stampeding herd.

As the herd moves closer and closer as Fuli gets ready to sprint into action, Rarity shields her eyes unable to bear to look while Pinkie literally takes a back seat with popcorn to watch the show.

“This is the best rodeo show I've ever seen.” She commented as she buried her face into her bag of popcorn.

“No kidding!” Bunga said as he cheered out to the hero of the day. “Round up them little cowy wowy doggies. Giddie up!”

Twilight witnessing this can only shake her head not even bothering to comment or correct them this time around as the herd is nearing the foot bridge straight ahead.

“Come on, little dogies!” Applejack ordered them as she nudged at one of the cows. “Turn!” She then whistles to her pet dog. “Winona, put 'em up!” Winona leaped up from behind one of the cows onto their backs as Applejack followed after her just as Winona leaps in front of herd. “Ha hah! Gotcha.” She said as she then lassoed the cow up front around the torso in order to get him to steer clear of town to which her pet dog lead the hard away from the bridge and to the right from the path.

Applejack had did it, she had single-hoofedly saved the day and everyone was cheering for her as Fuli looks on with an impressed smile.

“Whoa!” Applejack shouted as slammed her hoofs into the dirt to grind the ring leader and the rest of the heard to a complete stop.

“Attagirl. Yee haw!” She cheered victoriously for herself and Winona a job well done.

“Whoaaa. Hooie.” She said as she released a sigh and drop of sweat of relief. “Now what was that all about?” She demanded an answer out of the cows for their near-blind rampage.

“Oh my!” One of the lady cows, one with dark brown spots and dark brown hair on her back spoke clearly after a few moo’s. “Begging your pardon, Applejack, but Moo-riella here saw one of those nasty snakes.” She said as she pointed to the lady cow beside her with blonde brown spots and blonde hair while wearing a cow-bell looked on with a blank expression now that she was calm as a slow flowing river.

The others cows that had black hair and black spots then had a startled reaction at the very mention of snakes.

“And it just gave us all the willies, don'tcha know.” The cow speaking on everyone’s behalf further spoke of her apology to the orange earth pony.

“I completely understand.” Applejack replied with a tone to match her words. “Just next time, try and steer clear of Ponyville.” She kindly advised them.

“We certainly will, Applejack.” She said as she and the herd prepared to walk away now that they are all calm now. “So long, Winona!”

The farm dog barked in response as Applejack emerged on top of the nearby hills as everyone cheers for as she gives her signature “Yee haw!” as she and her dog charge down the hill into the sunset back towards Sweet Apple Acres.

“Yee haw! Ride 'em, cowpony!” Pinkie cheered as she mimicked Applejack’s signature victory move.

“Applejack was just... just...” The mayor stumbled to find the right words to commend her most recent achievement.

“Appletastic!” Bunga finished as he appeared upside-down before falling back down to the ground due to the reality of gravity.

“Exactly.” She agreed with the honey badger. “We must do something to thank Applejack for single-hoofedly saving the town.”

“I know.” Pinkie proposed.

“Three, two, one…” Ono then said in a deadpan tone knowing what she is going to say.

“A party!”

“Figures.” Ono said without a change of expression as the town is then decorated with party decorations in honor of her heroism.

As Rarity puts on the final touches to her decorations, Twilight and Kion both come on over to check up on the fashionista.

“We all ready?” She asked.

“Just one last thing.” Rarity said as she put on the finishing touches by levitating and hooking on the banner with Applejack’s cutie mark on it over the front balcony of City Hall. “Now we're ready.”

“Is Applejack all set?” Kion asked the others as they regroup.

“Actually, I haven't seen her all week.” Rainbow honestly pointed out.

“Not even once?” Beshte asked seeing this a first.

“Not since the stampede.” Pinkie said as she walked up to everyone.

“But she'll be here for sure. Applejack is never late.” She assured everyone that she’ll turn up with confidence.

Shortly afterwards, everyone gathers together in front of a podium, where Twilight came up to the stage and used her magic to hold a small stack of index cards she has prepared for the farm pony’s congratulations speech.

“Welcome, everypony!” She began. “Today we are here to honor a pony we can always count on to help in matters great and small. A pony whose contributions to…”

“Did you see Applejack's slick moves out there? What an athlete. This week she's gonna help me with my new flying trick, and I know it's gonna be so awesome.” Rainbow voiced out and gushed to everyone as she rudely and immediately interrupted Twilight mid-sentence much to Kion’s exasperation at her behavior.

“Exactly. And...” Twilight replied as she regained control of her speech by pushing the boasting peagsus out of the way only to be now interrupted by Pinkie Pie appearing right in front of her.

“This week, I get to run Sugarcube Corner for the first time.”

“What does that have to do with Applejack?” Twilight asked.

“Oh. Applejack, one of the best bakers ever, is gonna help me. Applejack makes everything great, so free samples for everypony!”

Everypony cheers as Fuli sticks her tongue out over this overly special announcement.

“Oh-kay, that's great.” Twilight said as she gently pushed the party pony aside so she could continue. “Now if I could just make a point without being inter…”

“Twilight?” Fluttershy kindly interrupted.

“…rupted.“ Twilight finished.

“At least she has the decency to be polite about it.” Ono whispered feeling very annoyed that Twilight is getting interrupted at every turn.

“Twilight, I'm so sorry, but I just wanted to mention that Applejack is also helping me this week with the official bunny census, where we count up all the new baby bunnies that were born this season. She's gonna help gather them using her wonderful herding skills.” She announced to everyone before stopping and backing away after seeing the annoyed glare her friend was giving her.

“Anyone else?” She asked if anyone else cared to say a few words too. “Anyone? No? Well then, as I was trying to say...” She then tried to continue only to see the eager mayor waiting for her turn. “Urgh! Never mind.” She groaned in annoyance as she tossed aside the cards in frustration as she steps away from the podium to which Fuli frowned at the ponies along with the mayor for not giving her the chance to speak.

"Sorry, Twilight." Fuli sympathized with her as she regrouped with her.

“Ah-ahem.” The mayor said as she cleared her throat to speak uninterrupted as she points to the large and tall golden trophy with a blue ribbon and a pony engraved on the top. “And so, with no further ado, it is my privilege to give the prize, Pony of Ponyville Award, to our beloved guest of honor, a pony of the utmost trustworthiness, reliability, and integrity. Ponyville's most capable and dependable friend: Applejack!” She introduced everyone as the curtains opened up as everyone cheers for Applejack.

But the cheers were immediately short-lived as to everyone’s surprise the farm pony they are praising is not behind the curtain.

“Cool! Way to go Applejack, that was awesome!” Spike loudly cheered while ignoring that he is the only one cheering. “I mean-- heh.” He then said in embrassment.

“Ah-ahem.” Mayor Mare called out to Applejack to appear as she scratched the back of her neck awkardly.

“Awkward.” Bunga accurately commented as everyone starts showing concern over this.

“I'm here. I'm here.” Applejack called out as she approached the front stand who however was looking very tired with bags under her eyes while yawning and stumbling as she walks while carrying a basket of apples on her back while dropping a few apples along the way. “Sorry I'm late--whoa--I was just... whoa... Did I get your tail? Miss Mayor.” She apologized as she accidentally bumped into a few ponies as the mayor handed her, her award. “Thank you kindly for this here... award thingy.” She yawned again. “It's so bright and shiny and, heh, heh heh, I sure do look funny heh.” She said as she looked at her reflection in the trophy as Pinkie and Bunga join in on the fun while oblivious that her friend was looking a little delirous.

“Okay.” Kion replied as he stepped forward to say a few words with a smile. “Well, thank you Applejack for saving us from that scary stampede, and always being there for everyone and everypony.”

“Yeah.” Applejack smiled as she yawned. “I like helping the ponyfolks and…” She yawned twice more. “…and stuff.” She then fell asleep for a moment before waking herself up. “Oh, uh, yeah. Uh, Thanks.” She then hauled off her trophy as she immediately walked off ahead as everyone watches in surprise and concern with her appearance.

“Was it just me, or did Applejack seem a little…” Kion also brought up and asked the question everyone was thinking about.

“Tired?” Rainbow finished.

“Dizzy?” Fluttershy added.

“Messy?” Rarity added as everyone eyed her with confused expressions. “Well, did you see her mane?”

“She seemed fine to me.” Bunga took no issue.

“Absolutely!” Pinkie cheered not taking issue with what happened either. “Woo! Woo!”

“She sure doesn’t look very good.” Beshte noted. “Don’t think something happened at the farm that might have had something to do with this?” He wondered.

“I don’t know.” Twilight then thought this is something worth checking up on. “But I’m going over to check up on her just to be sure.” She said as she headed on over to follow Applejack. “Come on.”

Kion and Beshte then followed after Twilight as thy both make their way to Sweet Apple Acres where they come across the farm pony bucking apples off of apple trees while struggling to do so due to the visible exhaustion on her face which was taking a toll on her concentration as she bucked her back hooves into thin air accidentally.

“What on Earth is that pony doing?” Twilight asked as they watched from afar.

“It looks like he’s trying to knock apples off of trees yet is having trouble doing so because of how tired he is.” Beshte said as he observed while Twilight is the first to approach their friend as she accidentally bucks down a bucket of harvested apples.

“Whoops.”

“Hey Applejack!” Twilight called out to her to as she fell asleep after stopping for a moment.

“Applejack.“ Kion called out to her a little louder than Twilight but she was still standing in her sleep.

“On three.” Twilight said to Kion. “One, two, three…”

With a simple teleportation spell she teleported herself and Kion in front of the farm pony.

“APPLEJACK!” They both shouted to wake her up which really awaken her.

“Oh, howdy, Twilight, Kion, Beshte.” Applejack greeted them.

“What is all this?” Twilight asked as she moves on to the next apple-filled tree.

“It's Applebuck season.” She answered as Twilight teleports herself on over back in front of her as Kion runs up to them.

“Applewhat season?” Kion asked just as confused as Twilight and Beshte as Applejack finished kicking another tree causing more apples to fall to their buckets.

“Neh, It's what the Apple family calls harvestin' time. We gather all the apples from the trees so we can sell 'em.” Applejack explained to them as she irritably tries to focus on her task as Twilight keeps teleporting on over her as she continues walking off while Kion continues to keep pace with them as he runs beside the earth pony while Beshte tries to keep up with them while running.

“But why are you doing it all alone?” Beshte asked.

“'cause Big McIntosh hurt himself.” She casually answered as Kion cuts him off as Twilight teleports in front of the earth pony again.

“What about all those relatives we met when we first came to Ponyville?” Twilight brought up as Beshte finally caught up to them.

“Can't they help?” Kion added.

“They were just here for the Apple family reunion. They actually live all over Equestria and are busy harvestin' their own orchards. So, uh, I'm on my own.” Applejack answered as she again pressed forward with her task. “Which means, I should really get back to work.” Twilight and Kion both share an annoyed look at the farm pony just blissfully brushing them as Kion runs on over to block her off as Twilight teleports in front of her. “Ahem... hint hint?” She added so obviously for them to get the point. “Get back to work?” She insisted on doing this while telling them to step aside.

“Fine.” Twilight complied as she and Kion moved out of the way.

“Could you step aside, Twilight? You too, Kion?” Applejack asked as her body wobbled a little.

“We just did. Applejack, you don't look so good.” Twilight replied while the farm pony’s vision continues to blur as she speaks.

“Eh, don't any of you three worry none, I'm just fine and dandy.” She insisted otherwise as she set out to buck at another tree only to miss and strike thin air again as Kion ran up to her while Twilight again teleports in front of her. “Whoa.”

“Do you... want some help?” Beshte offered as he and Kion, and Twilight look on in concern for the farm pony.

“Help? No way, no how.” She refused.

“But there's no way you can do it all on your own.” Twilight pointed out which is met with the farm pony getting in her face over it which startled her slightly along with Kion.

“Is that a challenge?” She aggressively asked.

“Uhm... no?” She answered taken aback by her temper while Beshte looks on surprised by the way she had just addressed Twilight.

“Well, I'm gonna prove to you that I can do it! Now if you'll excuse me, I've got apples to buck.” Applejack said as she pressed forward with her head high up with pride as Kion, Beshte, and Twilight can only watch as she intends to keep to her word while stubbornly refusing to accept help from others.

"Poa." Beshte could only say. "She is seriously going to try to tackle all of that on her own?"

"That's what she is setting out to do." Twilight answered as she watches as Applejack continues to struggle properly bucking the trees. "And she is making it clear she doesn't want help."

"But she's going to hurt herself trying to take on that job by herself." Beshte pointed out as they all departed the farm together.

"I know, and it isn't good." Kion returned.

"But we gotta do something about it." Beshte added with a sense of urgency to help her.

"We should but we can't." Twilight regretfully returned. "Her family has traditional family ways when it comes to harvesting and those are things that need to be respected."

"Stubborn earth pony." Kion growled a little at her stubborn pride and be a stickler to tradition as it doesn't really suit well for him.

"I'm sure she'll come around eventually." Twilight assured the agitated lion cub. "She just needs time to learn that she needs to know when to ask for help."

"Just give her some time." Beshte also encouraged his friend to do so as he walked off in a direction from the farm. "I think I'll go see what Fluttershy and Ono are up to while we're waiting. I hear they are planning on moving a brussel of new baby bunnies." He said as he ears perked up at the thought as they flapped around in delight. "Oh, they are going to be so cute." He eagerly said as makes his way over to meet up with them.

"All right. Have fun." Kion returned as they went back towards the direction of the library. "If you need us, we'll be at the library."

Later Rainbow Dash is currently is standing on top of a fence post while Fuli paces around. Both were waiting for Applejack and were both starting to get impatient as the former starts tapping on the post just when the pony they wanted to see arrived.

“There you are.” Rainbow said upon seeing her.

“About time.” Fuli remarked.

“I'm a mite sorry, Rainbow, Fuli.” She apologized after another yawn. “I was busy applebuckin' and I guess ah, I closed my eyes for a second and, when I woke up, I was late.” Now, what's this new trick a' yours, Rainbow?”

“See this contraption?” Rainbow pointed to a nearby catapult with a tall diving tower standing in front of it.

“Uh... Yeah.” Applejack replied as he tried to squint a good look at it through her tired eyes.

“Well, I'm gonna stand on one end, then you're gonna jump down from that platform, launching me into the air faster than I can take off on my own. Once I'm in the air, I'm gonna do some amazing flips and spins that are sure to impress the Wonderbolts.” She gestured for Applejack to stand on top of the diving board then jump off it to launch Rainbow into the air to get real speed momentum so she can perform her new moves to which she envisions herself doing all of that very quickly.

“Isn't that a mite dangerous?” She questioned the dare devil’s idea.

“Pfft, Heh, not for a pony who can fly.” Rainbow brushed it off as no big idea.

“Well, all right-y then.” Applejack obliged to her plan as she climbed up onto the top of the tower and then walked to the edge of the diving board then sees just how high above the ground he is from where he is standing. “Oh my.” She said as her vision continued to blur.

“This should be fun.” Fuli smiled as she gets ready to watch Rainbow in action.

“Ready? One... two... THREE!” Rainbow called out to the earth pony who leaped up from the platform and leaped down to the ground but she however did not land on the intended target but instead on just the ground.

“Umm... maybe she wasn't clear. You're supposed to land on the other end.” Fuli pointed out as Rainbow wonders the same question she is thinking of.

“Got it.” Applejack replied as she pulled her dazed face off of the ground.

She then would make her back up to the top of tower but finds herself missing the catapult multiple times much to the two’s annoyance as this should have been an easy feat for her.

“Applejack, what the hay is going on? I mean, I thought I was working with Ponyville's best athlete!” Rainbow questioned of why this is happening.

“You are. I'm okay.” Applejack assured her as she shakes her head again as Fuli sees through that lie not convinced.

“Are you sure?” Fuli asked with a raised eyebrow.

“Really.” She insisted. “I-I have an idea. Watch this.” She then said as she pulled the catapult back up while slightly struggling. “Ta da!” Rainbow and Fuli’s face’s fail to change as they both look on unimpressed with the former’s is more of a scowl than a frown. “Oh... Maybe not. Okay, one more try. I'm sure to get it this time.”

Applejack then vowed as she got off of the catapult accidentally slammed Rainbow into the ground which knocked her silly to which Fuli quickly rushed over to get her ready for what Applejack tries to do again.

After another good look at her target through her blurry vision she feels she’s got this, this time around.

“Heh heh... Here I go!”

“Wait……!” Rainbow tried to call out to let her know that she is not ready which is met with deaf ears as she finally lets down and actually nails her target sending Rainbow and Fuli flying away in the sky leaving her screaming her name as she sent skyward into the air.

“Applejaaaaack” Fuli screamed out to her as they are sent flying.

“You're welcome!” Applejack thought nothing of it while blissfully unaware of what she had just did.

The two were sent flying across the sky as Fuli tries her hardest to get to regain her footing as the two find themselves heading straight towards the direction of the Golden Oaks Library where Twilight is reading her books as Kion paces around the balcony still wanting to do something to give Applejack much needed assistance.

“I just don’t get it! Why won’t he accept our help?!” Kion voiced his frustrations.

“Probably because her sense of independence says that she can do it on her own.” Twilight answered as she continued reading. “It’s part of the Apple Family ways and tradition.”

“I know but Applejack is also a part of our team. And our team won’t be any good if she gets hurt going solo.” Kion understood the importance of tradition but feels she is going overboard with her stubborn approach.

“I know. But there’s not much we can do at this point.” Twilight acknowledged. “Like your father said there are traditions and customs and everyone has and as much as I disagree with it, it must be respected.”

In the middle of Kion’s thoughts they both heard yelling from the skies courtesy of Rainbow Dash and Fuli as she leaped off of Rainbow and onto the balcony as she skids across the balcony inside the library and crashing into one of shelves covering herself with a mountain of books as Rainbow crashes onto the balcony railing.

“Can we help you?” Twilight asked.

“What happened?!” Kion asked as he ran over to help dig the cheetah out of the mountain load of books.

“I think somepony else needs your help.” Rainbow answered as she groaned in pain.

“And that somepony just happened to catapult us halfway across Ponyville.” Fuli added as she climbed herself out of the hole with Kion helping her out.

“Applejack?” Twilight asked with a “figures.” expression.

“Yep.” Rainbow answered as she passed out and collapsed onto the balcony as the impact really knocked the wind out of her.

Hearing lead to Twilight and Kion both sharing the same narrowed expression that they need to go back and talk some sense into her as the former closes her book as the two head back over to the farm.

“We’ll be back!” Kion said to Fuli.

“Just keep an eye on Rainbow and make sure she is okay.” Twilight added as the cheetah set out to do so as she pulls the peagsus inside and onto the couch so she can recover.

“You got it!” She shouted after the two as she decided herself to pull out a book to read while she waits.

“Hmm. Fascinating.” She said to herself secretly as she continues reading.

Back at Sweet Apple Acres, Applejack is still trying to press through her exhaustion as she bucks another tree but finds herself having to pick up the apples after they fell onto the ground instead of into the baskets. As she picked one of the apples up she accidentally bumps the back of head on a tree branch leaving her head shaking like a cylinder for a few seconds before recovering.

“Applejack, can we talk?” Twilight asked of her as lack of sleep is causing her to have trouble understanding what she is trying to say to her. “Applejack, can we talk?” She repeated as her voice vibrated in the cowgirl’s mind as she cleared her right ear so she can try to make it out better due to the ringing in her ears.

“Can bees squawk?!” She misinterpreted the question loudly. “I don't think so.”

“No. Can we talk?” Twilight again repeated as Kion is starting to get a little frustrated.

“Twenty stalks? Bean or celery?” She loudly returned.

“No! We need to talk to you.” Kion again repeated louder to get her to fully understand what he and Twilight are trying to tell her.

“You need to walk to the zoo? Well, who's stoppin' you?” Applejack again mind trailing misinterpreted.

“We need to talk to you!” Kion again yelled as he raised his voice to the point the apples from the nearby trees all fell off from the vibrations of his shout.

“Oh! Well why didn't you say so? What you wanna talk about?” Applejack then said now understanding what they both just said after Kion’s shout.

“Rainbow Dash dropped in to see me today.” Twilight spoke with her tone loud and clear as she restrained Kion from further straight up shouting at her as he growled at the farm pony.

“That's quite neighborly of her.”

“Yes, except that she crashed onto my balcony after you launched her into the air.”

“Oh, yeah. I wasn't feeling quite myself this morning.” Applejack then said as she remembered what she did and then lowered her head apologetic and drowsy.

“Because you're working too hard and you need help.” Twilight told her with stressed emphasis.

“What? Kelp? I don't need kelp. I don't even like seaweed.” Applejack again misinterpreted her words.

“HELP! You need HELP!” Twilight shouted in her face.

“Nothin' doin', Twilight. I'm gonna prove to you, t'everypony, that I can do this on my own.” Applejack again refused to accept help as she walked away with herhead up high again as she bumped her head into another tree branch. “Ow!“ She then said as her eyes looked dizzy as she stumbled in her footing again. “Now if you'll excuse me, I've gotta go help Pinkie Pie.”

Kion growled at the farm pony’s attitude as he marched over to give him a piece of his mind only for Twilight to quickly hold him back as she too starts to feel frustrated.

At Sugarcube Corner, both Mr. and Mrs. Cake are both getting ready to leave for the afternoon leaving Pinkie and Bunga to watch after the store in their absence.

Both Pinkie and Bunga are very excited to be able to make muffins as both really look forward to eating them afterwards.

“Now Pinkie Pie, Bunga, are you two sure you're up for baking the muffins and running the store this afternoon?” Mrs. Cake again asked if she can handle this.

“Yes siree bob, Mrs. Cake.” Pinkie happily replied that she’s got this. “Plus, I have Ponyville's prized pony to help me out along with the Lion Guard’s Bravest. Why, Applejack's the best baker ever. Right, Applejack?” She asked the dazed earth pony who shook her head to snap her mind wide awake as her mind blurred out on the last part.

“No? You're not the best baker ever?” Mr. Cake asked as Applejack shook her head no when Pinkie asked Applejack the question.

“WHAT? Oh no!” Applejack quickly corrected herself. “I mean, don't you fret. I can bake anything from fritters to pies in the blink of an eye.” She quickly assured them as they now are convinced that they have nothing to worry about.

“Yeah, exactly what she said. Nothing to worry about!” Bunga repeated the farm pony’s words.

“All right. Well, see you later, girls!” Mrs. Cake told them as they headed out the door.

“Stop with the shakin', it's time to get bakin'.” Pinkie told Applejack as she and Bunga immediately hopped into action.

“Let’s do this! Zuka Zumba!” Bunga cheered in excitement as Pinkie pulled out the baking ingredients and cooking equipment they need while pulling out the recipe she wants to use.

“All right-y! I'll get the sugar and the eggs. Can you get me some chocolate chips?” She then asked the farm pony who fell asleep at the table.

“Eh, uh, whu, what was that?” She asked as she woke herself up as her eyes looked a little red.

“Chocolate chips.” She repeated as the words didn’t come fully across to her again.

“Chips... got it.” Applejack again misheard as he looked for actual chips instead. “Tater chips, a little salty and dry, okie-dokie. What next?” She asked as Bunga inspected them.

“Hmm….” Bunga said as he looked confused at what she pulled. “That can’t be right? Oh well.” He then shrugged it off because he truthfully has no idea what they look like.

“Baking soda.” Pinkie said

“Soda. Perfect.” Applejack again retrieved the wrong thing and poured the beverage into the mixing bowl. “That'll get the tater chips nice and wet. Now what?”

“A cup of flour.”

“A cup o' sour? Well, lemons are sure sour. One cup o' sour, comin' up.” Applejack then got the wrong ingredient and added the lemon juice into the mixing bowl. “Anything else, Pinkie?”

Bunga took the opportunity to suck on the juice from one of the lemons and his lips got all puckered up from the taste.

“Whoa!” He said as he tasted it with his lips still puckered up. “No kidding that is a sour fruit.”

“One last thing. Wheat germ.” Pinkie then said as Applejack went outside.

“Wheat worms? Oh, that must be fancy talk for earthworms.” She said as set up to retrieve worms to which Bunga after recovering from the sour taste licked his lips in excitement at the look at the awful combination of the ingredients.

“Now that's gonna be delicious.” Pinkie said as she made no mind to what her friend really put into the mixing bowl.

“If you say so.” The farm pony said while looking a little confused and very sleepy as he looks inside the bowl.

“Oh, boy, I can’t wait to eat them!” Bunga said as Pinkie mixed the ingredients together and poured the batter into the muffin pan before putting it into the oven.

Twenty minutes later the muffins were piping hot and ready to served as samples for the customers eagerly awaiting to taste them in full glory.

“Free muffin sample spectacular!” Pinkie announced to the happy ponies lining up while licking their lips in anticpation.

“Yeah! Muffin spectacles! Get 'em while they're hot.” Applejack added as she and Bunga stood by Pinkie’ side as Bunga started handing out muffins while shoving a couple into his mouth to be able to taste first hand.

Predictably everyone got sick from eating the spoiled goods which got Twilight, Kion, and Spike’s attention as they all rushed down to where the town’s nurse was tending to everypony who got food poisoning as the three peeks their heads into the tent the nurse was tending them inside.

“We came as soon as we heard.” Twilight told the nurse as the three look on to see all of the ponies groaning in pain, clutching their stomachs, sporting green faces, with buckets by their side to throw up in.

“Oh thank you, Twilight. We need all the help we can get.” The nurse gratefully appreciated her appearance.

“What happened?” Kion asked the nurse as he looked on in shock to see so many sick ponies groaning and throwing up in pain and illness from food poisoning.

Spike examined one of the nearby and bitten muffins as he picked up and saw a worm still alive appear from inside as Bunga immediately appeared not looking sick as everyone else.

“You gonna eat that?” He asked as he snatched the worm from the muffin and ate it as the young dragon wondered how he managed to emerge well from eating the tainted treats before Spike himself tasted the muffin himself.

“Mmm. Not bad.” Spike said as he indulged in it more.

“It was a mishap with some of the baked goods.” The worrisome nurse explained to the others.

“No, not baked goods, baked bads.” Pinkie wearily moaned as she covered her mouth and threw up in the nearby bucket next to her bed much to Twilight and Kion’s disgust and sympathy for the party pony.

“Applejack.” Twilight figured how this happened with an angered expression along with Kion that this is how her constant pushing herself beyond her limits is now affecting everyone around them as Bunga and Spike come to them with more of the bad muffins in their arms.

“Want one?” Spike offered to the lion and the unicorn.

“Uh, no thanks, Bunga.” Kion politely declined with a forced smile while hiding his visible disgust as Twilight quickly raised a hoof to assert she doesn’t want to get sick from them.

“Come on!” She ushered for Kion to follow her back to Sweet Apple Acres where Applejack is still struggling as she pressed through her job.

The two then catch her backing her cart into a small ditch between hills where she dumps a wagon full of apples into the crate. Successful but her cart is also still inside the crate and she now falls asleep again upside down out of exhaustion.

“Applejack, we need to talk.” Twilight firmly began as the farm pony snapped to attention.

“Wha, huh? Oh, it's you, Twilight. Kion” She greeted as she let loose another yawn. “Now I know what you're gonna say, but the answer is still no.”

“Not to upset your applecart, but you need help.” Twilight again said with her best efforts to be polite in her approach.

“Hardy har. And no I don't.” She still refused even though she is struggling to move as her cart is still stuck.

“Here, let us help.” Kion offered again.

“Help? No thanks.” She still stood by her stance as she tried to free herself. “A little more...Little...There.” She said as struggled until she managed to free herself even as Twilight and Kion look on in dismay with the former face-hoofing at the sight of it. “I'll prove that this apple can handle these apples. Come on, apples, fall off.” She grunted as she attempted to kick the tree next to here.

“AJ, think you're beating a dead... tree.” Twilight told the farm pony as she looks up at said tree with no leaves and bare branches.

“I knew that.” Applejack said to try to save face that she wasn’t doing it by accident.

“You think.” Kion said looking on unimpressed with her efforts to save face due to her pride as she walks off ahead as he and Twilight follow after her.

“Actually, Applejack, I had something else to talk to you about.” Twilight also tried to bring up. “I just came back from Ponyville Urgent Care and—“

“You know, I'm a little busy to get lectured right now, Twilight.” Applejack immediately interrupted Twilight.

“But if you'd just let me help—“

“Ugh. No, no, NO!” Applejack further groaned as he again refuses. “How many times do I gotta say it? I don't need no help from nopony!” She shouted as she walked off ahead.

“Ugh. That pony is stubborn as a mule.” Twilight said to Kion.

“No kidding.” Kion nodded in agreement as they heard something behind them.

“No offense.” Twilight told the mule who just happened to be right behind them.

“None taken.” The mule replied.

“Whoa.” Kion said in surprise to see him as he didn't expect him to be around to hear that. “Looks like I gotta be careful with how I compare everyone here.”

“Yep.” Twilight replied as she looks more concerned of how they are going to get through to the stubborn earth pony who still refuses help even though she clearly needs it.

“I think if something like what happened back at the bakery happens because of Applejack it should be time to assert she is getting help wherever she likes it or not because we will still need her help whenever we need to perform our morning patrols.” Kion then says what they should do next. “And our team won’t be any good if one of us gets hurt going solo.”

“I agree, Kion, because this has gone far enough.” Twilight said in agreement.

Later in the day, Fluttershy is preparing for the annual rabbit round-up with Beshte and Applejack as they approach the meadow of many bunnies with Ono flying over them.

“Oh Applejack! Beshte! Thank you both so much for offering your strength herding skills for the annual rabbit roundup.”

“No problem.” Beshte thought nothing of it. “I’m more than happy to help. Especially when cute little bunnies are involved.”

“Ugh. Why are we doin' this?” Applejack questioned as she too didn’t express the same enjoyment her hippo friend has towards this.

“Well, lots of new baby bunnies have been born, so it's my job to get a count of all the new families.” Fluttershy explained to her.

“And judging from the looks of this, there will certainly be a lot of counting to do here.” Ono said as he observed the multiple number of new born bunnies ahead. “This will sure be fun.” He sarcastically said as Applejack also looks like she is ready to see to it that it just gets done and out of the way.

“Fine. Can we just get on with it?”

“Certainly, but remember, these are bunnies we're dealing with, not cows. They're a timid bunch and need to be treated gently.” Fluttershy agreed while warning her friend that they need a different approach to this but it seems she wants to tackle it her own way.

“I do NOT need any direction on corrallin' critters. Right, Winona?” She then asked her pet dog as she happily barks ready for the challenge.

“Okay, little bunnies! I need you to all gather here in the middle.” She gently approached the little critters as they all smile and seem ready to do so as Applejack decided to take charge of the situation as she appeared right in front of them leaving them intimidated by the farm pony.

“That's right! Let's go, bunnies. In the center. Hop to it.” She barked at them to which they all ran away in fright. “Swell. Just swell. Put 'em up, Winona!” She complained before siccing her dog on them as she charged after them.

“Applejack! Winona! Stop! You're scaring them.” She pleaded with them to no avail.

“Um, Applejack…” Ono said to her. “You may want to listen to the animal expert here.”

“We know what we're doin'.” The farm pony refused to listen. “Get along, little bunnies.”

The two worked together as they both rounded up the bunnies and got them cornered in the center leaving them all terrified as they are all backed up into a corner.

Predictably, they didn’t take this very well as they all reacted in a panic as they all scurry away and embark on a rampage back into Ponyville.

“Oh no.” Fluttershy could only say as they prepare to cause everyone there trouble with their rampage.

“STAMPEDE!” Rainbow again shouted as everyone screamed and sheltered themselves inside again complete with screams of terror as they all brace for impact.

One of the ponies had the misfortune of freezing in terror as she fainted as the bunnies approached her. Thankfully, it’s Fuli to the rescue as her quick work as she uses her super speed to pull the mare out of the way and to the side onto a welcome mat of a nearby building She then runs circles around the bunnies to get them to calm down. Once she got them all to slow down she then forced them all to come to a complete stop as they all halt just in front of her.

Upon seeing this everypony cheers for her just as Fluttershy, Ono, and Beshte all arrive on the scene as the bunnies then all leap onto Fuli to hug onto her fur after one of them then another finds her fur really soft and then really enjoy it.

“Ugh!” She groaned as every bunny surrounds her much to the trio’s amusement.

“Aww. Looks like they really like you.” Fluttershy couldn’t help but giggle at the amusing scene as Fuli looks on completely deadpan and not pleased.

“Great. Now can you all please help get them off of me?” She then asked of them as everyone else continues to cheer their praises for the cheetah for single-handily saving Ponyville.

Later both Twilight and Kion both come walking back to town with the former humming until she gasped upon seeing what was in front of them.

Three ponies lying on the ground feeling completely traumatized by the sight of the bunny stampede as they had already done some damage through the havoc they caused.

“The horror, the horror.” A cream colored pony with a raspberry colored mane and a rose cutie mark said.

“It was awful.” A pink mare with a blonde mane and a three-set of flower cutie mark seconded that notion.

“A disaster. A horrible, horrible disaster.” A light purple furred mare with a green mare and an two white flower cutie mark also voiced her trauma as the two look on to the seemingly and now fine town.

“What happened?” Kion asked as he tries to understand what they are all shuddering about.

“I don't get it.” Twilight also found difficulty finding the problem with nothing to go on.

“Our gardens, destroyed.” The third mare explained as she showed her ripped apart flowers from her garden.

“Every last flower, devoured.” The first mare showed them the eaten flowers from their potted plants.

“By... by... THEM!” The second mare pointed to the herd of bunnies as they take turns hugging Fuli while eating some of the nearby plants as Fluttershy, Ono, and Beshte with the animal looking peagsus very desperate to get them to stop as Fuli starts leading them away from town.

“Oh my. Oh... Please stop, little bunnies. Oh no! Please, let's go home. Oh my goodness.” She pleaded with those who aren’t willing to follow after them as Ono helps lead her to try to gather them back together as Beshte helps by carrying some of the bunnies that like him on his back.

“Don’t worry little guys. We’ll get you all back home safe and sound.” He assured them as Fuli spots and turns to both Twilight and Kion who have both just arrived.

“In case you both are wondering what happened, all of these bunnies happened, courtesy of Applejack scaring them, thus causing the stampede that I had to step in to stop them.” She irritably explained to them as Twilight and Kion’s patience with Applejack’s stubborn pride has reached its peak.

“All right. Enough is enough.” Twilight said with narrowed eyes as she placed her hoof down on the matter as they head on back to the farm once more to put an end to this.

"Enough to what?" Beshte wondered what this is all about before the two can run off to confront the farm pony. "Has she still refused to accept our help?"

"Yes, and she has caused nothing but a ton of problems throughout all of Ponyville yet she still refuses to accept help." Kion answered as he further explained the damage she has caused through town.

"Really?" Beshte responded with surprise at her stubbornness. "Can I come along with you two? He then asked. "Maybe I can try to reason with him." He offered to talk to her.

Twilight and Kion both looked at each other as they thought about it.

"I don't know about this." Twilight said. "We have already tried that three times already."

"I know but maybe we should let her hear a different voice out this time." Kion then reconsidered of being the first to try to knock sense in the stubborn pony. "Maybe she'll accept our offer if she hears it from another strong member of the guard."

"Fine." Twilight reluctantly obliged as they all head on over to over to the farm where they see Applejack weakly bucking at a single tree on a small hill.

“Must keep buckin'... just a few more. Must finish harvestin'.” She weakly said as Beshte approaches her.

"Applejack." Beshte began. "Can we talk?"

"Why howdy, Beshte." Applejack drowsily returned as she constantly bucked at the tree behind her. "What's up?"

"I was just talking to my friends and I think you really need some help with your applebucking job." Beshte answered.

"I already told Kion and Twilight I don't need any help!" She still asserted her refusal to accept it.

"I understand that you don't want to accept help but the thing is there have been quite a few compliants all over Ponyville not to mention the fact that you're not looking good yourself." Beshte then further attempted to reason with her.

“Your applebucking hasn't just caused you problems, it's over-propelled Pegasus, practically poisoned plenty of ponies, and terrorized bushels of brand new bouncing baby bunnies.” Twilight added as she lists off everything that has happened since she refused to sleep along with accepting assistance from others.

“We don't care what you say, you. Need. Help.” Kion added as Applejack gave one last kick to the tree to make the apples fall down.

“Ha! No, I don't. Look, I did it.” She then proudly stated. “I harvested the entire Sweet Apple Acres without your help. How d'ya like them apples?”

“Um, how do you like them apples?” Her big brother appeared and pointed out to her sister that she had only succeeded in harvesting half of the entire orchard as he points to their right to reveal a lot more trees that all are packed and busheled with apples on them.

“Where'd all the apple...?“ She mumbled very dizzily as she passed out due to the lack of sleep and over-exhaustion she experienced.

“Applejack. Applejack.” Both Twilight and Kion called out to her trying to wake her up.

“Huh?” She said as she woke up while still looking exhausted.

“Oh, good, you're okay.” Twilight said in relief as she, Kion, and Beshte continued to try to reason with her.

"Look Applejack, I understand that you don't want to accept help from others and we completely respect the Apple family ways with you always being there to help anybody in need..." Beshte started again as he gently spoke to her. "...But I really think you should reconsider trying to do this all on your own. I know it is tough to do so but you'll find your job will go much more effectively if you just let us help you."

"But you are also the Guard's strongest." Applejack brought up in slight protest. "Just like me. Why would you need help?"

"True, that like me you have remarkable strength but there are times you need guidance before you do something that will hurt yourself. I mean without Kion to guide me with his instructions of how to properly move things around I'd probably would hurt myself after trying to mishandle a very large tree branch or boulder.

"Really?"

"Oh yeah." Beshte answered. "Believe it or not, he really helped me out a number of times with his guidance and if you're willing to listen to him and Twilight they can do the same for you too." He further gave positive encouragement to her.

“So think maybe you can put a little of your stubborn pride aside and allow your friends to help you.” Kion then gently asked of her one more time to which she only took a small second of thinking to come up with her answer.

“Okay, Twilight. Kion.” She said with closed eyes ready to accept help now.

“We are not taking "no" for an answer” Twilight replied thinking she would say no again. “--what?” She then said when her actual answer registered through her head.

“Yes, Twilight. Yes, Kion. Yes, please. I could really use your help.” She practically begged of them with her hooves clasped together.

Twilight giggled as she and Kion both feel pleased and relieved that she is finally coming to her senses now while turning to Beshte with smiles to thank him for being the one to get through to her.

After helping deal with Fluttershy’s bunny problem, the Mane Six and the Lion Guard all got together at Sweet Apple Acres as they all help Applejack harvest the other half of the entire apple orchard while she stepped aside to take a much needed nap.

During this time Twilight managed to write down her weekly letter to Princess Celestia about her most recent experience and lesson she has just learned.

“Dear Princess Celestia,

My friend Applejack is the best friend a pony could ever have, and she's always there to help anypony. The only trouble is, when she needs help, she finds it hard to accept it, so while friendship is about giving of ourselves to friends, it's also about accepting what our friends have to offer.

Your faithful student,

Twilight Sparkle.”

Rainbow managed to deliver strong kicks to the trees as Pinkie (who is now feeling better from her earlier food poisoning) along with Bunga caught the apples from the trees Rainbow managed to knock off. Beshte using his full body weight to do the same to knock down the apples too with Fuli using her super speed to catch them as Fluttershy and Rarity all carry the many baskets of apples back to the farm. Twilight uses her magic to levitate a large chunk of apples from the majority of the trees of the orchard into three large baskets.

With help from Twilight’s magic and Ono’s guidance, Kion was able to use his strength to carefully cart the apples all back to the farm just as Applejack who is now fully rested from her nap comes up with a cart with bottles of juice on them.

“How about y'all take a little break? I got some fine apple juice waitin' for ya! “ She offered as she called out to everyone who all happily do so as they approach her. “Girls, I can't thank you enough for this help.” She then expressed her full gratitude for their assistance. “I was acting a bit stubborn.”

“A bit?” Twilight replied with a knowing look.

“Really?” Kion returned with the same expression at her understatement.

“Okay. A mite stubborn, and I'm awful sorry.” She corrected herself as she continued with her apology. “Now, I know the town gave me the Prized Pony award, but the real award is having you five as my friends.”

“How very nice.” Fuli returned as she finds the apology much appreciated. “Also speaking of awards, the mayor had announced to me that she is planning an awards ceremony for me for saving the town from that bunny stampede and I hope everyone, and most importantly you all can make it next week.”

“We’ll be there Fuli.” Applejack vowed everyone’s support as they all raised their drinks before sipping them as Spike showed up.

"Good." Fuli returned with a pleased smile. "One more thing..." She brought up. "...I have also added one more condition. And that Twilight will have the honor of giving the speech she wanted to give out at Applejack's ceremony so if you all could do her and me a favor and let her give her speech uninterrupted that would greatly appreciated."

Hearing that left Twilight touched that she'll have that opportunity once again and that the cheetah will make sure that she gets to give it this time around.

“Phew! That applebucking sure made me hungry.” Rainbow voiced that she is ready to chow down.

“And I've got the perfect treat.” Spike offered the spoiled goods that made every pony sick.

“Eeew... Spike, I threw those all away.” Pinkie flinched up seeing them. “Where'd you get them?”

“From the trash.” Spike replied.

“EW!” Everyone all shouted with disgusted expressions as Ono had to cover his beak to avoid throwing up as he started to look and feel green just by looking at the bad muffins as they all head back into town to find a joint where they all can have dinner together.

“Just a little nibble? Come on.” Spike tried to encourage them into trying them as they all walk into the sunset together which is met with declined disgust.

“I'll have some!” Bunga happily agreed as he shoveled the entire plate full into his mouth as everyone looked away with total disgust that he actually enjoyed them.

“EEEWWW!” Everyone all shouted as Ono quickly flew away to barf in a nearby bush.

“Seriously?” Fuli questioned them with a matching disgusted expression. “How can you both enjoy those and not get sick?”

“I don’t know.” Bunga replied with a shrug. “Just don’t.”

“Yeah. Guess our bodies have more tolerance to stuff thrown into the garbage.” Spike said as he downed the remaining muffins.

“Probably because of the worms that were in those muffins.” Bunga added as he pulled out the worms he had saved before chomping into them.

Everyone just decides it’s best to just move on and get somewhere to eat before they all come down with the stomach bug just from looking and listening to them talk about trash like that as they walk towards the sunset upon the horizon.

Author's Notes:

For this chapter as Applejack has the energy and drive to try to accomplish spending time with her friends along with harvesting the apple orchard on her own even when it is doing more harm that good to everyone around her including herself even with Twilight and Kion trying to reason with the stubborn and pride filled pony that she needs help.

As for one of the final scenes, after some consideration I decided to have Beshte be the voice of reason by pointing out of the times listening to Kion and Twilight's leadership has helped him channel his strength throughout the times he could have hurt himself if he wasn't careful enough along with the opening scene to set him up as a Foil to Applejack in this episode.

In addition, the annoyance that Twilight wasn't allowed to properly give her speech at Applejack's celebration ceremony I decided to rectify that Fuli will make sure she will deliver it at her celebration ceremony uninterrupted for single-handily saving the town from a bunny stampede.

Next up is "Griffon and the Brush-Off." as Pinkie and Bunga take the center-stage along with Rainbow Dash as they establish their common bond together while contending with an old friend of Rainbow's.

Episode 5: Griffon the Brush Off

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Episode 5:

Griffon the Brush Off

After another successful patrol through the Pride Lands and Equestria, Twilight is now at the park reading a nice good book as well as Ono who is really learning all more about Equestrian history after spending time with the unicorn. At least she now has another bookworm they spend time together with whenever they want to get together for research.

It also improves Ono’s intellect and keen sight as he learns more and more about the magical world of creatures aside from unicorns, earth ponies, and peagsus ponies.

Alas, their time learning together could have gone more peacefully if Pinkie hadn’t just happened to looking for Rainbow Dash. And boy, she just can’t get enough from talking about her. Nor can Bunga who was accompanying her like best buds sticking together like glue.

“Hoof-biting action overload! She was like a stunt superstar, flying higher and higher, and then Rainbow Dash swooped down—swoosh—and right before she hit the ground—shoom, she pulled up—vrrrmmm!” She explained how much she really likes seeing her in action as she hopped up and down and then ran around the center fountain as both Twilight and Ono just listen on paying more attention to their books and research.

“Uh-huh.” Twilight stoically returned.

“And then she looped around and around like whoo whoo whoo whoo whoo whoo whoo!” Bunga added as he was somersaulting around the statue.

“Uh-huh.” Ono returned just as stoically.

Rainbow Dash flew over them which got Pinkie and Bunga’s attention as the latter got on the party pony’s back as she ran off after the rainbow mane colored peagsus’s direction.

“Phew.” Twilight felt relieved that Pinkie finally left them alone.

“I was beginning to think they would never leave.” Ono said in the same tone as Twilight flipped to the next page as he continued reading over her shoulder.

“Rainbow Dash!” Pinkie and Bunga called out to her as they waved down from below.

“Pinkie Pie? Not again.” Rainbow groaned in annoyance as she too isn’t in the mood for dealing with her antics right now.

“Rainbow Dash.” Pinkie called out in an attempt to talk to her

“Not now, Pinkie Pie.” Rainbow returned as she sped off ahead to get as far away from them as possible.

“But, but Rainbow Dash…” Bunga called out as Pinkie ran faster to try to keep up with her.

“I'm in the middle of something.” Rainbow again refused as she pressed forward and accelerated herself in an attempt to gain more distance from them.

“But…” Pinkie again tried speaking.

“I said not now.” Rainbow firmly voiced her refusal as she winds up crashing into the mountain while she was facing the two. She winds up sliding down to the ground just as Pinkie and Bunga catch up to her.

“We were gonna tell you to look out for that mountain.” Pinkie finally told her.

“You know you really should watch where you’re going, you now.” Bunga added as Rainbow just grumbled in pain and annoyance at the two before flying away at top speed to ditch them after recovering from the harsh impact.

Later that day the two happily walk into town, both happily humming to themselves while Rainbow after finally losing them for now is currently napping one of the clouds from above which woke and irritated the peagsus to the point she formed earmuffs from the cloud in an attempt to mute their humming.

It is pretty clear from her expression that she does not want to spend time with the two as they both annoy the hay out of her with their antics whenever they are together.

“Hi, we’re looking for Rainbow Dash. Have you seen her?” Pinkie asked a group of ponies at a vegetable stand to which Rainbow quickly and futilely tried to duck for cover under the cloud she was just resting on.

“Hi there, have you seen Rainbow Dash?” Bunga then asked another pony who came up empty-hoofed. “Okay, thanks anyway.”

The two then pressed forward as they came across Twilight and Ono again.

“Twilight, Ono, have any of you seen Rainbow Dash anywhere?” Pinkie asked the two.

“Isn't she right up there?” Twilight questioned with a confused expression as she pointed to the peagsus’s rear sticking out from the cloud above them.

“Rainbow Dash!” Pinkie called out to her.

“If this is a game of hide and seek you’re doing a pretty bad job at it.” Bunga called out to her.

“If it is then it is quite obvious.” Ono dully noted that this is not one of her best attempts of hiding.

Thinking and acting quick she quickly flies off at top speed as Pinkie happily hops after them with Bunga running after the two. Rainbow flew as fast as her wings could propel her to Sweet Apple Acres. She then ducked for cover as she peered her head from the barn hoping that she lost the two.

“Phew. That was close.” Rainbow said in relief as she turned around only to see that they managed to catch up to her as they are both right in front of her.

“Hi!” The two greeted her as she screamed and took off flying away super-fast to try to ditch them again knocking some of the apples from the trees she flew right by as Pinkie and Bunga still happily follow after them.

Rainbow looked back as she flew away to the Golden Oaks Library and hid under the deep leaves of the tree. She peeked her head again as she looked around to her surroundings before ducking inside as she catches her breath thinking she lost them. Until…

“Hi again.” The two greeted them from just below her.

“Aah!” She screamed as she flew away again to the big pond just outside of Ponyville while wondering how the hay she was able to keep up with her.

As the two happily look around for her just as she is hiding from one of the clouds from above she quickly sneaks away in a tip-toe manner as the two head on the opposite direction while she makes it back to the pond.

But of course someway and somehow, the two managed to find her again as the two emerge from the pond right behind Rainbow with scuba gear to allow them to breath underwater.

“We need a favor, Rainbow Dash.” Pinkie again talked to the alarmed peagsus pony.

“Waaa…” She started to fly away again until she decided to just listen and hear the party pony and honey badger out in defeat. “…oh, forget it.”

“We totally promise it'll be totally fun.” Bunga added as he leaped up from the water and placed a hand on her shoulder.

“Okay.” Rainbow just sighed as she just wanted to get this over with.

The three make their way to City Hall where Pinkie instructs her to move a cloud from the sky in place just over the building entrance

“Over to the right. No no, a little to the left.” She instructed her as she struggled to perfectly match where she wants it positioned. “Oh wait, back to the right. Now a little leftish while staying rightly.” She said as an annoyed Rainbow Dash does exactly that. “Stop. Hmm.” She then said as she got a good look over the cloud’s placement.

“Maybe a few inches to the south. Now a couple centimeters north. Okay. One more smidgimeter to the…” Bunga then further instructed her with very minor adjustment moves as Rainbow’s patience was now wearing thin at this point.

“Bunga!” She shouted for him to just make the final position of the cloud perfectly clear.

“Uh, I mean, perfect.” Bunga finally relented that is now right where she wants it to be as she and Bunga peer through the window and see Spike gathering scrolls together from inside.

“Now wait for my signal.” Pinkie then instructed her as they watch the dragon from inside.

Spike then makes his way outside of the building when Pinkie and Bunga give Rainbow the signal as she then kicks the cloud making thunder and lightning briefly seen and heard as Spike finds himself startled by the loud sound as he drops the scrolls he was carrying.

“D-aah!” He screamed.

Pinkie and Bunga then appear behind him as he started hiccuping uncontrollably. Rainbow couldn’t help but smile at seeing this little prank as Pinkie and Bunga started bursting out into laughter.

“Gotcha!” Bunga said in the baby dragon’s direction as he laughed and rolled around in the ground.

“Oh Rainbow Dash, we startled Spike into getting the hiccups.” Pinkie told Rainbow as the cloud she was standing on descended to the ground as she joined in on the laughter.

“Good one, Pinkie Pie…” He hiccuped again, “…you too Bunga.” Spike said as he chuckled in amusement from the prank as well while hiccuping every few words he speaks. “You're always pulling a fast one…” He hiccuped again. “…on me.“ He said as he hiccuped a few more times mid-sentence.

Spike then picked up one of the scrolls only to accidentally send it away with a hiccuped breath of fire unable to control his dragon breath due to the hiccups.

“Oh no, you're not hurt are you?” Pinkie asked worried feeling she and Rainbow went a little too far there as Bunga was still caught up from laughing to notice.

“Ne…eh, don't be…silly, dragons are…fire-proof.” Spike continued to hiccup mid-sentence.

Unbeknownst to him the scroll he accidentally sent ended up appearing in front of Princess Celestia who was currently in her private study thus caught by surprise by the unexpected scroll.

“Oh, okay, good.” Pinkie said in relief as the two then join in on Bunga with their laughing as Spike presses forward with picking up the scrolls only to continue to lose control of his fire breath and send them all away to the Princess again leaving her ambushed by them just as she was reading the one Spike accidentally sent over.

“I wish the same thing were true with scrolls.” Spike said to himself as he tried to continue and repeat the process with every scroll he touches.

“Have you ever seen anything more hilarious?” Pinkie laughed as she turned to Rainbow.

“Not until now.” Bunga happily returned.

“I can think of one thing.” Rainbow said as she decides to pull the prank on Pinkie and Bunga thus startling them from the booming thunder it produced thus giving them the hiccups.

The two continue to find it funny as they both laughed and hiccuped repeatedly leaving Rainbow now starting to really warm up to them.

“I didn't take you two for pranksters, Pinkie Pie, Bunga.” Rainbow then said to them as their hiccups persisted.

“Are you kidding?” Bunga returned as their hiccups persisted. “We love to pull pranks.”

“It's all in good fun, and Pinkie Pie lo…oves to have…fun!” Pinkie added as she too hiccuped a few more times.

“You know Pinkie Pie, Bunga, you're not as annoying as I thought.” Rainbow then felt very pleased to see they all have common ground together. “You wanna hang out?” She offered to the two as they both hop around hiccuping along the way.

“That'd be…” Pinkie tried to speak as she hiccuped.

“I'd really…” Bunga tried to finish for Pinkie but too hiccuped.

“When do…” Pinkie tried to add as she hiccuped again.

“I mean…” Bunga then added as he hiccuped again.

“When would you…” Pinkie again tried to ask as Rainbow simply shakes her head before stopping them from moving with her right front hoof and left back hoof as the two appeared there.

“A simple nod would do.” Rainbow simply told them that will suffice.

“Mmm-hmm.” Both Pinkie and Bunga replied as they both nod at the same time.

With common ground the two now share with Rainbow Dash they head on over to a store purchase supplies they need to go on a pranking spree starting with Rarity.

The three start off with a bouquet of flowers planted right in front of her front door with Pinkie ringing on the door bell to get her attention.

“Is she even home?” Rainbow asked as they watched from the nearby bushes.

“I don't know. This is gonna be gold!” Pinkie returned.

“Oh, I can’t wait!” Bunga returned to express his excitement as they all snicker. “Oh! Oh! Quick! There she is!” He told them to duck as Rarity appears.

She looks down and sniffs at the flowers someone left behind for her only to start sneezing uncontrollably as she has pink powder on her nose from the flowers she had just sniffed.

Rarity then turns to see the prankster trio laughing as they reveal they have a can of sneezing powder with them.

Rainbow them ran off as she turns the prank onto Pinkie and Bunga as they suddenly find themselves sneezing uncontrollably too while Rarity looks on a little annoyed before finding it actually funny as Pinkie and Bunga are literally blown away from their own sneezes.

Next up is Twilight Sparkle and Ono as the former conducts an experiment while writing notes on a blank piece of paper she had set on her stand while the latter examines the note she had just written before finding the words suddenly vanishing just before he could have a chance to read them.

“What the…?” Ono could not say before Twilight shushed him as she concentrated on her experiment.

Twilight turned back to the table where she had a chemistry set on it as she added a green chemical to the blue chemical turning the latter into a purple color.

She then turned back to the paper and finds it her surprise it was blank leaving her struggling to remember what to do next as she switched back and forward between them until the brewing mixture puffed up into a little explosion which sent Ono flying back hard into the nearby way.

She then looked at her ink pot closely until she heard laughter from outside courtesy of Rainbow and Pinkie revealing to her as they laughed they replaced her ink with vanishing ink.

Twilight smiled in amusement while Ono who had recovered from the explosion just rolls his eyes as the former walked off to fetch herself more ink as the two laughed from outside.

Next up, is Applejack who has accepted help from Beshte in doing farm work with his spare time but as the two were both walking out of the barn shock sparked in the farm pony’s eyes.

“Land sakes!” She exclaimed as the two see all of the apples of the nearby orchard are all multi-colored.

They then turn to the direction of snickering heard from around and see it is coming from both Rainbow Dash and Pinkie Pie who both are wearing artists caps with paint brushes in their mouths and small wooden boards with small spots of paint on them.

They both chuckle until Applejack comes charging at them tossing apples at them looking very angry and hurt as Beshte examines one of the apples and licks at it to reveal it was painted along with the other apples.

“Huh, paint?” Beshte questioned as he sees that this was all just a prank set up by the two ponies to which Applejack came to the same conclusion as she sees the paint from one of the apples that she tossed into the water barrel during her rage at the two wash off.

Applejack then chuckled in amusement when she realized that it was just a prank too with whatever anger she had towards them immediately vanishing.

“How about that?” She commented as she got the joke as Beshte couldn’t help but wonder why she reacted that way but laughed in amusement to the prank.

Next up is Fluttershy and Kion as Pinkie and Bunga have created a fake turtle that squirts water in the victim’s eyes which is attached by a long string that stretches all the way across the pond where Fluttershy is tending to the animals living there by feeding them bread crumbs to them to snack on with some of the fish and turtles approaching her waiting in anticipation to be feed.

“Is someone over there? Who're we gonna squirt? Who're we gonna squirt?” Pinkie eagerly asked as she hopped up and down with her mouth gripping on the ball that releases the water squirt ready to pull the trigger as Bunga watches their target from afar.

“Kion and Fluttershy.” Rainbow answered as she looked at her through the telescope.

“Oh okay we'll just...." Pinkie replied before double-taking of what she had just said. "Wait, WHAT?” Pinkie exclaimed in shock of the idea of who they are about to prank as she spit out the rubber ball. “Nononononono, I mean sure we can prank Kion but we definitely and I mean we cannot prank Fluttershy, I mean, she's so sensitive. It'll hurt her feelings, even our most harmless prank.” She strongly opposed to the idea.

“Yeah, you're right.” Rainbow reluctantly backed off with a raspberry in disappointment. “Huh. We need another victim who's made of tougher stuff. So, who's it gonna be?” She then said as she continued looking through the telescope.

“Oh, I've got someone in mind. “ Pinkie replied as she chuckled in amusement. “The toughest around.”

“Oh, awesome. Who? Who? Do I know them?” Rainbow asked as she looked around yet is oblivious that this is a black ring around her left eye as a result from the telescope.

“Oh, yes. You're very close.” She said as she pointed her in the direction of the pond to which Rainbow finally sees what prank Pinkie has pulled on her.

“Good one, Pinkie Pie.” She returned as she took it in stride as they both share a good laugh about it as Rainbow offered her hoof for a hoof-bump only to pull it away at the last second a few times as light payback.

“You got to admit that was funny Bunga.” Pinkie said as she turned to Bunga who to her surprise wasn’t there. “Bunga? Where did he go?” She asked Rainbow who looked around until she spotted the fake turtle to which Fluttershy and Kion finally noticed and then finds themselves repeatedly squirted by it.

“Huh?” Both Kion and Fluttershy said in confusion as they finds themselves really splashed and left soaking wet by Bunga as he released a prolonged squirt of water along with splashing a face-full of water right in the peagsus's face.

“Hey! Ha ha! Bunga!” Kion laughed as he got splashed while Fluttershy on the other hand didn’t find it so funny yet was more upset at being pranked like that.

“Gotcha!” Bunga shouted as he fell back into the water laughing on his back as he swims away leaving the hurt peagsus flying away crying as she heads for home to which the lion’s laughter immediately vanished upon seeing her feelings were hurt.

Bunga swims back where Rainbow and Pinkie are feeling very proud with himself while not realizing how much he had hurt Fluttershy’s feelings nor his nearby friend’s shocked reactions that he actually did that to her.

“Bunga?!” Pinkie said with a very shocked and disapproving look.

“What?”

“Were you not listening to me?”

“I listened to the part of who Rainbow says we’re pranking and after you two got distracted I went ahead pulled the joke on her.” Bunga replied that Pinkie’s stance against pranking her was not heard as he went ahead with it. “What’s the big deal?” He wondered why Pinkie is making a big deal over someone getting pranked.

“Because Fluttershy is too sensitive to handle being pranked even the most harmless ones.” Pinkie returned as she kept up her disappointment in him.

“Plus that wasn’t very nice to make her cry like that.“ Kion joined in on scolding their friend.

“Aw, come on.” Bunga dismissed it as he still laughs. “She just doesn’t have a sense of humor. I mean come on she had water squirted in her face. It’s funny.”

“Maybe to you, but would you find it funny if someone pulled a hurtful prank on you?” Kion somewhat seriously returned. “How you feel if someone made you cry like that?”

“If it is a prank similar to what I just pulled I sure would.” Bunga replied while simply shrugging the point his friends were trying to make again as he walked off ahead. “Since when is there someone who could pull a prank that even I wouldn’t find funny?”

Pinkie could only look on while frowning at his insensitive treatment towards Fluttershy as he still has no idea what he did was wrong while Kion looks simply disappointed while Rainbow is stuck in between as she too sees that Bunga went too far by pranking Fluttershy yet fines no harm in the prank.

The next day, Pinkie and Bunga both make their way to a town on top of clouds where Rainbow Dash lives. Both Bunga and Pinkie has on silly glasses, a clown nose, a mustache, an antenna with an arrow on it that makes it look like an arrow is sticking through her head, along with noise blowers in their mouths.

“Rise and shine Rainbow Dash!” Bunga called out.

“It's a brand new day and we got a lot of pranking to…“ Pinkie also called out as to the duo’s surprise someone else answers their call. “Ooh.”

Above them was a creature with brown and white fur with the combined appearance of an eagle and a lion which caused their fake glasses to fall off.

“Mornin', Pinks. Bunga.“ Rainbow greeted them as she flew down to the ground with the visitor joining by her side. “Gilda, this is my gal pal, Pinkie Pie, and this is my little clown pal, Bunga.” She introduced them.

“Hey. What's up?” She greeted them.

“Pinkie, Bunga, this is my griffon friend, Gilda.”

“What's a griffon?” Pinkie asked.

“She's half-eagle, half-lion.”

“And all awesome. Raa. Heh-haa. Yeah, that's right.” Gilda boasted as she and Rainbow laughed together while sharing a hand-hoof bump together.

“Gilda's my best friend from my days at Junior Speedster flight camp. Hey, remember the chant?”

“Sha, they made us recite it every morning, I'll never get that lame thing out of my head.”

“Sooo...” Rainbow said with an urging expression to get her to do it.

“Ugh. Only for you, Dash.” She relented as they flew up and performed a chant together with her friend more enthusiastic as she performs it in contrast to her dull tone and little movements.

“Junior Speedsters are our lives,

Sky-bound soars and daring dives

Junior Speedsters, it's our quest,

To someday be the very best!”

Both Pinkie and Bunga both laughed in amusement as Rainbow Dash takes it in pride while Gilda looks offended thinking they were making fun of her.

“That was un-Bunga-leivable!” Bunga voiced with how impressed he is by their chant. “Just about as good as our battle cry before going into action.”

“Oh that was awesome, and it gave me a great idea for a prank.” Pinkie then complimented as she got another idea as she put on silly glasses and face back on. “Gilda, you game?”

“Huh. Well, I groove on a good prank as much as the next griffon. But Dash, you promised me we'd get a flying session in this morning.” She politely excused herself as she flew back up in the air.

“Yeah, uh, well, Pinkie Pie, Bunga, you two don't mind, do you? Gilda just got here.” Rainbow apologetically returned. “We'll catch up with you later.”

“Oh. Um, well sure, no problem. Have fun you guys, I'll, uh, just catch up with you later.” She accepted with an understanding tone before sadly sighing as she flatly blew into her noise maker just as sadly as the two fly off ahead now feeling sad and alone.

“Don’t worry.” Bunga assured her with a friendly pat on the back. “She’ll come back and around when she is done catching up with her childhood friend faster than you can say “To the Pride Lands end, Lion Guard defend.” three times fast.”

Shortly after the two left, the two flyers performed a series of aerial movements at super speed as they race towards the clouds to which Gilda won as Rainbow caught up as the two share a laugh once Rainbow landed beside her.

“Whoa, that was sweet. Just like old times.“ Gilda felt pleased of the fun they just had together.

“Yeah, only faster. So now what?” Rainbow returned as they shared a fist bump together.

“Hey there.” Pinkie greeted the two as she interrupts them as she got in between their next attempted fist-bump with a brief leap and peak through the clouds.

“Huh?” The two said in confusion of what had just happened as Bunga leaps up and down as he and Pinkie trade bounces to converse with them.

“It's later. And we caught up.” Pinkie said in between bounces from a trampoline they used.

“Bunga, Pinkie Pie, you two are so random.” Rainbow laughed in amusement at their antics as Gilda doesn’t return the same sentiment towards the two.

“Hey Dash, think you got enough gas left to beat me to that cloud?” Gilda challenged her friend to another race.

“A race? You are so on.” She eagerly accepted the challenge.

“One, two, three, go.” The two with wings flew off at top speed for a short race leaving Pinkie and Bunga behind.

“Hey!” They said in surprise by their sudden departure.

The two then raced neck in neck with each other to the cloud which resulted Rainbow winning by a small margin as she flew through the cloud.

“I win.” Rainbow proclaimed.

“As if. I won, dude.” Gilda asserted otherwise.

“No way.”

“Yes way.”

“Oh, come on, I was way ahead of you.”

“Uh, I don't think so.”

“Oh Geez, dream on.”

“Remember back in camp? I–

“There is no way you beat me.”

“Whatever.”

While the two were arguing who won, Pinkie floated up with an enormous load of balloons on her back with Bunga riding on the party pony’s back to be able to join her friend in mid-air.

“Wow guys, that was really close…” Pinkie called out them which alarmed the two upon hearing her voice again. “…but I think Rainbow Dash beat you by a teeny weeny itty bitty hair, or a teeny weeny itty bitty feather.”

“I have to agree with the pink pony.” Bunga said in agreement to vouch that he saw it too.

“Hah, see? Good thing Pinkie Pie and Bunga are here to keep you honest, G.” Rainbow proudly boasted as Gilda’s anger simmers further upon their presence.

“Okay... Dash…” She then reined in her anger as she pointed up to another cloud. “…last one to that cloud up there is a gnarly dragon egg. Go!” As Rainbow took off in a flash leaving a cloud of dust behind Gilda remained as she scowled at the two. “I think the high altitude is making you dizzy.” She told them as she popped enough balloons to send them back to the ground.

“Wait, guys!” She shouted after them before getting a new machine that works like a bicycle expect it looks like she is swimming with Bunga still riding on her back. ”Oh wow, you guys almost got away from us that time.” She told the two as they landed on the next cloud as they caught with them again.

“I gotta say this sure is fun!” Bunga remarked as the griffon is getting visibly and increasingly irritated with them trying to hang out with them.

“So, Dash, got any new moves in your tricktionary, or are you 100% old school?” She asked of her friend with a smile.

“New moves? Heh, sit back G, this is gonna take a while.” Rainbow replied as she flew off to perform them leaving her out of earshot.

“Hey Pinkie, Bunga, c'mere.” She politely gestured and baited them to lean close.

“Yeah?” They innocently asked as she grabs onto the pole while getting into the honey badger’s face in a now suddenly hostile and unfriendly manner.

“Don't you two know how to take get lost for an answer?” She angrily threatened them as she briefly pinched the pink mare’s nose. “Dash doesn't need to hang with dweebs like you two now that I'm around. You're dorkin' up the skies, Bingo and Stinkie Pie, so make like a bee and BUZZ OFF.”

With that said she slams her claws on the propellers before sending the flying device with the two screaming for a crash landing back onto the ground.

“Whaaa-aaa–“ They both screamed as they descended just as Rainbow returned.

“Try matching that.” She challenged her friend before noticing the two trying to hang out with them have disappeared. “Hey, where's Pinkie Pie, Bunga, along with her crazy contraption?” She asked.

“Eh, she left. Something about being as busy as a bee.” She lied through her teeth as the two crashed down below.

“Hmph!” Pinkie felt upset and disappointed with the griffon’s condescending attitude.

“Well that wasn’t very friendly!” Bunga commented while frowning with the mean griffon’s attitude towards them. “And my name’s Bunga!” He shouted in Gilda’s direction which was barely heard by the griffon as it echoed through the sky who simply scoffs it off as she flies away with Rainbow.

Having finally decided to give up trying to spend time with them the two made their way back to the Golden Oak’s Library where Twilight, Spike, Kion, and Ono are to explain to them of what they had just experienced.

“So Pinkie Pie, Bunga, you two are you sure that this friend of Rainbow Dash is really so mean?” Twilight questioned as she paid more attention to the book she is currently looking up.

“Um, yeah.” Pinkie firmly answered and vented her frustration to them. “She keeps stealing Rainbow Dash away, she pops my balloons, and she told us to buzz off. I've never met a griffon this mean. Well, actually, we've never met a griffon at all, but I bet if I had, she wouldn't have been as mean and grumpy as Gilda.”

“A griffon?” Ono asked with a quizzical expression. “I’m not sure if I ever met one before.”

“Me neither.” Kion could only say about it as Twilight had already made up her mind on her thoughts about what Pinkie is telling them.

“You know what I think, Pinkie Pie.” Twilight began speaking her mind to get her attention. “Well, I think... you're jealous.”

“Jealous?” She said taken aback by her response.

“Green with envy. Well, in your case, pink with envy.” Spike commented as he continued reading his book.

“Well, yes. Jealous.” She calmly confirmed on what she had just said. “Listen Pinkie, I don't want to upset you, but just because Rainbow Dash has another friend doesn't make Gilda a grump. I mean, perhaps it's you, Pinkie, who needs to improve her attitude.”

“Improve my attitude?” Pinkie returned as she took offense to that. “But I... d... b.. it's Gilda that... d... are you seri...“ She stammered before she stormed out in frustration complete with slamming the door after herself.

“Wow, she sure took it hard.” Bunga said in response to what had just happened.

“Well considering her feelings were hurt it would make sense.” Kion returned as he turned to face their unicorn friend. “Along with not believing with what she said.”

“Well I mean…” Twilight said taken aback as she stammered a little in her defense before fully replying. “She was getting mad that she couldn’t spend as much time with Rainbow Dash as much as she did yesterday.”

“And she did say she was hanging out with a griffon which none of us have ever seen before.” Ono added.

“Are you saying you believe her?” Spike asked as he faced the lion cub with his eyes of his book.

“I do.” He answered. “Pinkie doesn’t make things up and she did sound serious from when she explained it to us.”

“And I was also there.” Bunga vouched for her. “Although I would have had to see a creature with the body of a lion and the head of an eagle.”

“Wait what?” Twilight said in surprise as she shuffled through her books and found the description and the page she was looking for. “Oh, boy.”

“What?” Kion asked.

“Well, other than my discovery of the griffon...” Twilight said as she showed him the page and image of said creature. “…is that I was too quick not to fully hear her out.” She then said as she regretted making her friend run out of the place. “I owe her an apology the next time I see her.”

“Oh no worries.” Bunga said as he made his way out the door. “I’ll just catch up with her and tell her for you. Besides she needs one of her best friends by her side.”

With that Bunga made his way out the door and ran off ahead to meet with the party pony.

“Well, I must be going too.” Ono then spoke up as he flew out the door too. “I promised I’d help Fluttershy help some baby ducks walk through town. I’ll catch you three later.”

Meanwhile Pinkie is feeling conflicted right now as she makes her way through town.

“Maybe Twilight is right. Maybe Gilda isn't a big meanie grumpy mean-meanie-pants. Maybe I'm just a big jealous judgmental jealous-jealousy-pants.” She said to herseld as she walked through the park and to town to help herself to a smoothie from a nearby café with outdoor seating where Bunga was able to catch up with her.

“Hey, Pinkie Pie, you doing okay?” He asked.

“Eeh.” Pinkie dully answered.

Before Bunga could get another word in they heard Rainbow and Gilda fly in.

“That was sweet.” She laughed as they flew in for a brief landing. “Ugh, I gotta take care of a few weather jobs around here. Shouldn't take long. Just, uh, hang out in town and I'll come find ya.”

“That's cool, I guess. I'm gonna go chow down.” The griffon returned as her flying companion flew off.

“Later.”

As soon as Rainbow left her kind and smiling mask drops as she immediately looks for ways to entertain herself with a mischievous smile.

She then sees a nearby vegetable stand where Granny Smith is walking by as she sniffs the nearby vegetables she quickly headed on over there and sticked her tail out for her to see.

“Aaah! A rattler, a rattler!” The elderly pony shrieked in fright. “Run for the hills! Everybody forsake yourselves!” She screamed as she slowly moved as fast as she could due to her old age.

Gilda laughed as she used her tail to pat a tomato on the stand to make it look like she was considering whether to buy it or not.

“This stuff ain't fresh, dude.” She told the surprised vendor in a disgusted tone before walking off.

“Aw, poor Granny Smith, she didn't know it was a joke! How mean!” Pinkie felt sympathy for her. “No, no, I can't misjudge her. It was kind of a funny prank, I guess.”

“Well, I mean maybe if was somepony else…” Bunga tried to make light of the joke at least until he saw her stealthily steal and eat an apple from a fruit stand while everyone there was distracted to which he gasped in appalled shock upon seeing that.

“I did misjudge her! She's not only a meanie mean-pants, she's also a thief!” Bunga also then said feeling displeased with what he had just saw.

“Nonononono….” Pinkie insisted from thinking the worst of her. “She might give it back. It's just a joke.”

“Um, how?” Bunga questioned.

Before Pinkie could reply they saw Fluttershy and Ono guiding a family of ducks across town.

“All right little ones, this way, this way. Mama duck, you're free and clear.” She gently told them as she walked backwards with Ono flying beside her unaware that Gilda walking opposite from them.

“Hey.” She shouted as she accidentally bumped into her.

“Please excuse me.” She politely addressed her.

“I'm walkin' here.” She yelled at her.

“Oh, um, I'm sorry. I-I-I was just trying to...” Fluttershy tried to apologize as she slowly backed away as the duck family scattered from the griffon’s hostile attitude.

“I'm sorry, I'm sorry.” Gilda said in a mocking tone. “Why don't you two just watch where you're going, doofus, you too bird brain?”

“Hey now that was just uncalled for!” Ono said in the girl’s defense.

“B-b-b-but I... I...” Fluttershy stammered as the griffon inhaled deeply before letting loose a huge roar in their faces which sent Ono flying into the table and into Pinkie’s smoothie and left Fluttershy driven to tears as she flies away crying.

Everyone watching the scene including Bunga and Ono could not believe of what Gilda just did and said to them.

“Ugh, please, all these lame ponies are driving me buggy. I gotta bail.” Gilda scoffed in disgust before flying away as Bunga and Pinkie both now look very angry at her direction.

“Ono are you okay?” Bunga asked the egret as he picked him up from the smoothie he landed in.

“Affirmative.” He replied before passing out.

“She's a grump, and a thief, and a bully! The meanest kind of mean meanie-pants there is!” Pinkie said very furious now. “I can take it, but no one treats Fluttershy like that. No. One.”

“Just wait until I get my hands on you griffon!” Bunga then said as he started to follow after her with his fists pounded together ready to give her what for until Pinkie halted him with a raised hoof.

“Hold on!” Pinkie told him.

“Why?”

“Because a situation like this calls for extreme measures, Pinkie Pie style!” She then said with determination.

“Oh, what are we talking about?” Bunga wondered in excitement as his expression turned into confusion as the next thing he knows is that everyone has gathered over to Sugarcube Corner for a party.

“Welcome, welcome. Welcome!” She greeted everypony including her friends along with the rest of the Lion Guard.

“Who's this Gilda I've heard nothing about?” Applejack questioned Rarity.

“I hear she's an old friend of Rainbow Dash. A griffon, so rare.” She returned as they walked to another part of the room together as Kion and Twilight catch up with Fluttershy and Ono.

“So is it true?” Kion asked.

“You've met Gilda, right? What's she like?” Twilight also asked.

“Oh, um, well, I'll tell you later, Twilight.” Fluttershy returned not very eager to talk about her as she walked on over to Pinkie greeting the guests.

“Oh yes.” Ono answered as he recovered from his backwards flight. “She’s everything Bunga described him to be the body of a lion with a head of an eagle. And I can you for a fact that she is not a nice girl if you’re not Rainbow Dash since she roared at me and Fluttershy and sent me flying into pony food while having the girl run off in tears.” He then said as he shook some of the oats that got in his wings off. “Eww. Oats.” He groaned as he shook them off and away.

“Welcome. Welcome.”

“Um, Pinkie Pie, about this party for Gilda. Umm... do you really think it's a good idea? I mean…” Fluttershy voiced her doubts about it.

“Don't worry your pretty little head about mean old Gilda.” Pinkie interrupted as she patted her on the head like an older relative to which she didn’t fully appreciate. “Your auntie Pinkie Pie's got it all taken care of.”

“I'm a year older than you.” She irritably said in the bouncing pony’s direction as the griffon that made her cry earlier had arrived.

“Gilda! I'm so honored to throw you one of my signature Pinkie Pie parties, and I really, truly, sincerely, hope you feel welcome here amongst all us pony folk.” She happily greeted her despite their animosity towards each other.” She greeted and offered her hoof for a handshake.

Gilda reluctantly took her hoof and then is met with a powerful shock that knocked her out briefly as a result of Pinkie shocking her with a hand buzzer in her hoof.

“Oh Pinkie Pie, the old hoof-shake buzzer. You are a scream.” Rainbow laughed along with her as Bunga and Ono joined in on the laughter much to Kion’s surprise when he noticed.

“Man, she got you good!” Bunga laughed at the prank pulled on Gilda.

“Bunga?”

“What? She had that coming.” The honey badger innocently said in his defense with a shrug.

“Yeah, uh, good one, Pinkie Pie.” Gild returned with a begrudging smile.

“Come on G, I'll introduce you to some of my other friends.” Rainbow led the way

“Right behind you, Dash!” She called out with a smile before whispering a threat to Pinkie. “I know what you're up to.”

“Great.” She cheerfully returned leaving the agitated griffon to have to clarify some more.

“Rrrh. I know what you're planning.”

“Well, I hope so. This wasn't supposed to be a surprise party.” She just giggled in return.

“I mean, I've got my eye on you.” She clarified to let her know that prank was her doing.

“And I got my eye on you.” Pinkie returned while eyeing her closely still acting like nothing bad happened. “Everyone, I'd like you all to meet Gilda, a long-time, dear friend of Rainbow Dash. Let's honor her and welcome her to Ponyville.”

All of the ponies cheered for her as she had bring up another smile just to keep a good face in front of her best friend who joins by her side with a hoof on her shoulder. Although, Ono, Fluttershy, and Fuli refuse to cheer for her because she hurt the egret and peagsus’s feelings and Fuli could tell from first glance that she is a mean jerk after seeing her threaten Pinkie Pie.

“Please help yourself.” The pink mare offered snacks to her as the griffon eyed the lemon colored ones.

“Vanilla lemon drops. Don't mind if I do.” She helped herself to one and suddenly finds a burning sensation in her mouth. “HOT!” She screamed with fire from her mouth as Pinkie and Bunga get sticks with marshmallows on them and placed them over the griffons fiery breath so they could roast their sugary treats.

“G, the punch!” Rainbow gestured her to said green-colored drink on the table which to her surprise finds the liquid from the cup.

“Huh?” She exclaimed upon seeing the beverage spill onto her fur.

“Well, whaddya know, pepper in the vanilla lemon drops, and the punch served in a dribble glass!” Pinkie laughed as everyone else joins in on the laughter even Kion starts finding these practical jokes funny.

“Ha! Priceless, priceless!” Rainbow said in laughter.

“Yeah, hilarious.” Gilda kept her cool has she washed down the peppered treats with water while still looking annoyed by these constant pranks.

“No kidding, that was hilarious!” Bunga laughed as he fell flat back on the ground.

“Once for we can agree that was funny.” Fuli remarked as she sees that she is getting what is coming to her.

“Hey G, look! Presents!” Rainbow pointed to the gift wrapped boxes to which got Gilda really smiling.

She opened a cylinder shaped one which led to her being greeted with multiple snakes flying out of the can and in her face as everyone laughs.

“Spittin' snakes. Hah, somepony pulled that prank on me last month.” Applejack shared with Rarity.

“Ha ha. I bet I know who that was.” Gilda commented while deadpan.

“You do?” Pinkie asked as if she really does have an idea who.

Later after a bried break from the amusing entertainment everyone happily chatted while helping themselves to refreshments.

“Cake time, everypony!” She then called out as she rolled out a cart with a large cake on it.

“Hey, can I blow out the candles?” Spike asked.

“No wait! Let me blow them out!” Bunga also spoke up wanting to do it.

“Guys!” Kion called out to the two before they could get into an argument.

“Why don't we let Gilda blow out the candles, Spike? She is the guest of honor after all.” Twilight kindly suggested out of politeness as the eager griffon pushes Spike out of the way which really annoyed the unicorn for her lack of manners as she helps the baby dragon to his feet.

“Exactly.” She said as she blew away the candles with a deep breath before looking on proudly but finds the candles re-lit themselves.

Everyone ended up laughing at the prank as Gilda tries her hardest to completely blow them out multiple times yet the candles remain re-lit.

She took another deep breath, blew them out again, yet the candles remain lit.

“Re-lighting birthday candles, I love that prank! What a classic.” Spike chuckled as he got a crack out of that.

“Now, I wonder who could've done that.” Pinkie wondered as she put a hoof up her chin.

“Yeah, I wonder.” Gilda questioned while glaring at the earth pony as they hear munching from inside of the cake.

“Mmm, who cares. This cake is amazing.“ Spike said as he and Bunga already got started chowing it down and emerged from the top.

“Oh, yeah!” Bunga said as the sugary frosting starts melting in his mouth.

“Spike.” Twilight scolded.

“Bunga.” Kion also scolded.

“What? It's great, try some.”

“Yeah, lighten up, little tiger.”

“Hey G, you're not upset about some silly candles, are you?” Rainbow kindly asked her friend as her hardened glare turned into a smile as Rainbow walks up to her.

“No way, Dash. Like I said, I'm down with a good prank.” Gilda insisted as she kept her cool.

“Come on then, let's have some cake.” Rainbow said as he ran off ahead to get some cake before Spike and Bunga eat it all up as Gilda’s friendly smile turns into an angry frown directed at the pink mare hosting the party as she grabbed her by the neck as she started biting into the cake and pulling her behind the cake out of everyone’s sight.

“Hey, I'm watching you. Like a hawk.” She again threatened her.

“Why? Can't you watch me like a griffon?” Pinkie again played innocent as they both smile and emerge from behind the enormous dessert.

“Hey y'all, it's pin the tail on the pony. Let's play.” Applejack called out.

“Oh, my favorite game. Can I go first? Can I have the purple tail?” Rarity asked as she her ears perked up in delight as she moved it pick it up.

“Well, I am the guest of honor, and I'll have the purple tail.” Gilda rudely snatched it away before Rarity could grab it much to her annoyance.

“Yeah, Gilda should definitely go first. Let's get you blindfolded.” Pinkie encouraged as Spike puts the blindfold over her eyes.

“Hey what— ugh— what are you doing? Rrrah!” Gilda growled as Spike quickly put the blindfold on.

“We're spinning you around and around and then you can pin the tail on the pony. Now just walk straight ahead and pin the tail.” Pinkie said as she spun her around really fast before directing and guiding her to the direction of the pony drawing she has pin the tail.

“Now just walk straight ahead and pin the tail.” She repeated in a mocking tone. “Hmph, yeah, right. This is another prank, isn't it? I'm going this way.” Gilda refused and turned away thinking she is being set up to be pranked again.

“Wait. The poster is this…” Pinkie tried to call out to her as she ends up slipping on the icing and finds herself sliding her way out the door.

“Whoa whaa waah waah waaaaah!” She screamed as she crashed into the outside trash cans.

“Uh, Gilda? You pinned the tail on the wrong end.” Pinkie pointed out as she stands up with the tail now over her nose along with being covered in icing.

Everyone laughs again finding it very funny as Gilda now has clearly had enough of this accidental humiliation as she roars after snapping at everyone.

“This is your idea of a good time? I've never met a lamer bunch of dweebs in all my life!” She shouted at everyone as she turned to the pink pony. “And Pinkie Pie, you! You are queen lame-o with your weak little party pranks! Did you really think you could make me lose my cool? Well, Dash and I have ten times as much cool as the rest of you put together! Come on Dash, we're bailing on this pathetic scene. Come on, Rainbow Dash.” She then finished as she prepared to make her leave but to her surprise Rainbow isn’t following her. “I said, we're leaving.”

“You know Gilda, I was the one who set up all those weak pranks at this party.” She calmly yet furiously retorted.

“What?” Gilda said in shock at this revelation.

“Ooh.” Pinkie said.

“I did not see that coming.” Bunga also said as Rainbow gets in front of her friends defense as she continues.

“So I guess I'm queen lame-o.”

“Come on, Dash, you're joshing me.” Gilda tried to play it off yet Rainbow isn’t having it.

“They weren't all meant for you specifically, it was just dumb luck that you set them all off.”

“I shoulda known, that dribble cup had Rainbow Dash written all over it.” Pinkie told Spike and Bunga.

“No way, i-it was Pinkie Pie! She set up this party to trip me up, to make a fool of me.” Gilda protested that she had ulterior motives for hosting this party.

“Me? I threw this party to improve your attitude. I thought a good party might turn that frown upside down.” Pinkie replied asserting that was all she was just trying to do.

“And you sure didn't need any help making a fool of yourself. You know, this is not how I thought my old friends would treat my new friends. If being cool is all you care about, maybe you should go find some new cool friends someplace else.” Rainbow said as she further stood up to the grumpy griffion.

“And now it is time for you to go!” Kion fiercely said as he stepped forward. “Now!”

“Or what, little cub?” Gilda challenged the young lion as Twilight conjured a magic shield to protect everyone behind him. “You going try to force me out?”

Kion simply locks her eyes on Gilda as she gets ready to fight him as he unleashes the Roar of the Elders just when she attempted to make a charge at him sending her flying out of Ponyville and as far as to the Everfree Forest as the griffon flies away in a huff after recovering from the Roar's impact.

“Unbeleivable.” Kion said in disgust with her unacceptable behavior.

“Not cool.” Rainbow could only say in agreement.

“Wow, talk about a party pooper.” Spike added as everyone else wonders what was her problem.

“I'm sorry everypony, for bringing Gilda here. I didn't know how rude she was.” She apologized to everyone. “And Pinkie Pie, I'm really sorry she ruined that awesome party you put on for her.”

“Hey, if you want to hang out with party poopers, that's your business.” Pinkie replied it’s not her fault.

“I'd rather hang out with you. No hard feelings?”

“No hard feelings.”

They shook hoofs yet both ended feeling shocked afterwards because they both had joy buzzers on their hoofs. The two shared a good laugh with each other as well as everyone else.

“Hey Pinkie. Sorry I accused you of misjudging Gilda.” Twilight took her turn in apologizing. “Looks like I'm the one who misjudged you.”

“It's okay Twilight.” Pinkie accepted her apology. ”Even you can't be a super smart smarty smart-pants all the time.

“That’s true though speaking of apologies…” Bunga spoke up as he turned to Fluttershy with his hands behind his back as he felt it was best after seeing Gilda’s brand of pranks that he went too far in pranking Fluttershy. “Can you forgive me as well? I didn’t mean to hurt your feelings back there.”

“Of course I can.” Fluttershy warmly accepted his apology as she brought him in for a hug. “After all I will love every critter no matter what.” She said as she nuzzled the honey badger in her grasp to which everyone said “Aww” at.

“Come on everypony, there's still a whole lotta party to finish.” Pinkie called out to everyone as they all cheer ready to continue the celebration as Twilight gets an idea along with a mischievous idea along with as she thinks about her newest friendship lesson.

"You know..." Bunga brought up. "Throughout our pranking spree there is one friend we have never actually pranked." He said as he turned to the cheetah with a devious smile who looks surprised at first but then relaxes herself as if she is ready to accept whatever they have in mind for her once Pinkie and Rainbow get the same idea.

"All right." She relented in defeat. "But first, can I offer you three some punch as a token of our friendship." She then offered as she secretly added pepper and lemon drops in separate cups of punch with her tail accompanied by a hidden smirk.

"Why thank you, Fuli." Bunga happily accepted as Rainbow and Pinkie do so without question as the others are now silently amazed of how sly and sneaky the cheetah is being as the three happily accept her offer as they all down their drinks in one gulp before suddenly finding themselves breathing fire along with being knocked back when Fuli unleashes the fake snakes from the cans to knock them back as she makes her escape.

"Bye!" She said as she ran out of the building as fast as she could leaving the three just jaw-dropped stunned of how Fuli tricked them like that.

"Oh, it's on!" Rainbow then said now eager for a challenge as speeds off ahead after the cheetah while Bunga rides on Pinkie as they keep pace with her.

"Wait for us!" Pinkie and Bunga shouted after her as the others continue to party on as the others particularly the remaining Guard and Mane Six all laugh in amusement and amazement with Fuli's counter prank and out-doing the prank masters in a cunning fashion.

“Dearest Princess Celestia,

Today I learned that it's hard to accept when somepony you like wants to spend time with somepony who's not so nice. Though it's impossible to control who your friends hang out with, it is possible to control your own behavior. Just continue to be a good friend. In the end, the difference between a false friend and one who's true will surely come to light.

Your faithful student,

Twilight Sparkle.”

The letter made its way to Princess Celestia’s private room as she is sitting by the fireplace. After she reads the letter she pulls out a blank paper as she dips her quill pen with the ink Twilight sent over.

“Dear Twilight Sparkle,”

My most faithful student...”

She began as she suddenly noticed the ink she used was vanished immediately after writing then sees the label on the ink bottle she used was really the invisible ink Rainbow and Pinkie used on her.

“Oh! Heh, wrong ink.” She chuckled to herself in amusement as she gets herself her actual inkpot so she can continue writing her reply letter back to Twilight.

Episode 6: Boast Busters

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Episode 6:

Boast Busters

At the Golden Oaks Library, Twilight Sparkle is inside practicing her magic with Spike and Kion watching over as the former challenges her in practicing different spells of magic as the latter watches over her progress and for encouragement for his best friend.

“Come on, Twilight. You can do it!” Spike encouraged her to do her next spell.

“Okay, here goes.” Twilight said as she concentrated her magic on Spike as she makes a mustache appear on his lips.

“Ha ha! Ya did it!” Spike congratulated her as he checks it off the checklist on the nearby clipboard. “Growing magic, that's number twenty-five. Twenty-five different types of tricks and counting. And I think this is the best trick so far.” He commended her success as the unicorn humbly blushes in response.

“Great work, Twilight!” Kion also commended. “You sure are the Princess’s protégé for a reason cause you have the talent of a true prodigy.”

“Aww, thanks.” She thought nothing of it as they turn their attention to Spike looking at himself in the mirror.

“Hello, Rarity. What's that? Aw, it's nothin', just my awesome mustache.“ He said to himself as he twirled his mustache as Twilight and Kion chuckle in amusement.

“Sorry, Romeo. As attractive and enticing as you look, it's just for practice, and it's gotta go.” Twilight told him as she worked her magic in removing it.

“Wait!” Spike called out a second too late as he sees the mustache is now gone. “Aw, rats!“ He said in defeat as the other two continue to laugh in amusement.

The three after Twilight was done practicing her magic then make their way into town and one thing for sure as Celestia’s star student, Spike wastes no time in talking about it to show that she has proven that for a very good reason.

“Twenty-five, Twilight. Twenty-five different kinds of tricks and counting.” Spike could not stop gushing of her accomplishment. “I thought unicorns were only supposed to have a little magic that matches their special talents!”

“True, for ponies whose talents are for things like cooking or singing or math. But what if a unicorn's special talent is magic?” Twilight returned as she thought of another question in mind.

“Like you, Twilight, and you know a ton of magic.” Spike returned.

“Oh, Spike, stop.” She insisted him otherwise. “I'm sure there are lots of ponies right here in Ponyville that know just as much magic as me.”

“Are you kiddin'?” Spike begged to differ. “I don't think there's another unicorn in all of Equestria with your kind of ability, Twilight. Or another lion with a special roar.” He said as he turned to the lion in question.

“True, but great power comes a great responsibility and there are some ponies and other lions could prove to be as capable as I am.” Kion acknowledged and brought up to make a point.

As the three walked together two shorter unicorns come running towards them. The tall and skinny one has pumpkin orange fur, an aqua green mane and tail, a snail cutie mark, while the shorter and chubby one has light green-blue fur, orange mane and tail, with a scissors cutie mark.

“Gangway! Comin' through!” The taller unicorn announced as Spike winds up getting snagged and carried away as Kion and Twilight barely dodge their charge.

“Augh! Snips, Snails! What's goin' on?” Spike asked of them as they came to stop as he winds him flying away from the sudden halt.

Fortunately, Twilight quickly used her magic to save Spike before he can crash into anything.

“Wha, haven't you heard?” Snips questioned.

“About what?” Kion asked.

“There's a new unicorn in town!” Snails answered.

“Yeah! They say that she's got more magical powers than any other unicorn ever!” Snips added.

“Really?” Twilight asked in surprise.

“Aw, no way, that honor goes to Twilight here.” Spike retorted as she blushes and casts an aside glance as she smiles.

“Where is this unicorn?” Twilight asked of them.

“Ho, she's in the town square. Come on!” Snails answered as he led the way.

“Yeah! Come on! Whooo!” Snips said as he followed after his friend.

“This should be interesting.” Kion remarked as they follow after the two.

The three make their way to the town square where every pony and the rest of their friends are all having their eyes locked on small yellow cart with a red roof with a purple flag with a blue crescent moon on it.

“Come one, come all! Come and witness the amazing magic of the Great and Powerful Trixie!” The mare herself announced to everyone as Twilight, Kion, and Spike make their way to the front of the crowd.

“Ooh!” The audience said already feeling amazed as a stage opens up in front of the cart and with a flash of sparkling magic the proclaimed magician herself appears before everyone’s eyes.

A mare with blue fur, a light ice blue and white mane and tail, with a matching colored crescent moon with a magic wand in the middle cutie mark, purple eyes similar to Twilight’s, with a matching cape and hat with blue and yellow stars on them.

“Watch in awe as the Great and Powerful Trixie performs the most spectacular feats of magic ever witnessed by pony eyes!” She announced as fireworks went off behind her.

“My, my, my! What boasting!” Rarity remarked feeling her confidence coming off with an over-sized ego.

“I know just listening to her is annoying enough.” Fuli remarked in agreement.

“Come on, nopony's as magical as Twi— Twi— Twi— Oh!” Spike tried to bring up as he suddenly sees himself eye to eye with his crush. “Hey, Rarity, I, uh…” He fumbled with his words until he screamed before running away. ”…Mustache!”

“There's nothing wrong with being talented, is there?” Twilight asked her friends.

“Of course not.” Beshte kidnly returned.

“Nothin' at all, 'cep'n when someone goes around showin' it off like a school filly with fancy new ribbons.” Applejack answered.

“And walking around thinking she is better than everyone else.” Ono said as he rolled his eyes in annoyance as they witness her magically conjure up a bouquet of roses.

“Just because one has the ability to perform lots of magic does not make one better than the rest of us.” Rarity said in agreement to which Twilight’s ears lowered feeling put down by that comment to which Kion took notice of.

“Especially when ya got me around being better than the rest of us.” Rainbow proudly boasted which earned herself a glare from the farm pony next to her as if it is not helping things. “Heh... Uh, I mean, yeah, uh, magic shmagic. Boo!”

“Well, well, well, it seems we have some neighsayers in the audience.” Trixie said as she overheard their conversation as she turned her attention to the Guard. “Who is so ignorant as to challenge the magical ability of the Great and Powerful Trixie? Do they not know that they're in the presence of the most magical unicorn in all of Equestria?” She further boasted as Rarity blew a raspberry in response.

“Just who does she think she is?” She asked her friends.

“Yeah! Since we all know that Twilight here is…” Spike attempted to vouch for Twilight only for the latter to shush him with her hoof.

“Spike! Shhh!” She silenced him before quickly escorting him from the crowd so she can talk to him in private.

“What? What's wrong?” Spike asked.

“You see the way they reacted to Trixie? I don't want anyone thinking I'm a show-off.” Twilight answered as she expresses her fear of being labeled as one even if she has reason to put her in her place.

As Trixie shows of her dazzling stage magic, Rainbow and Bunga get riled up enough to actually challenge the unicorn.

“So, "Great and Powerful Trixie". What makes you think you're so awesome, anyway?” Rainbow asked of why she is such a bragger.

“Heh, why, only the Great and Powerful Trixie has magic strong enough to vanquish the dreaded Ursa Major!” Trixie smugly answered as she used her magic to make an image of an Ursa Major appear as the crowd marvels in amazement at her magical display as fanfare and fireworks followed.

“What?” Snips said in stunned amazement.

“No way!” Snails said just as stunned as the rest of the Guard has confused expression as they have no idea what an Ursa Major is.

“Impossible.” Fuli muttered under her breath.

“When all hope was lost, the ponies of Hoofington had no one to turn to, but the Great and Powerful Trixie stepped in, and with her awesome magic, vanquished the Ursa Major and sent it back to its cave deep within the Everfree Forest!” Trixie further went on as an image of her waves her wand to vanquish her as pictured.

“Saw, sweet!” Snips and Snails cheered for her.

“That settles it.” Snips voiced his thoughts.

“Trixie truly is the most talented, the most magical, the most awesome unicorn in Ponyville.” Snails further praised the head up high magician.

“No, in all of Equestria!” Snips added.

“How do you know? You didn't see it!” Spike called horse crud to that claim. “And besides, Twi…” He again tried to state that Twilight would put her to shame only for the unicorn to zip his mouth shut again. ”Mmph! M-mmph!”

“It's true, my enthusiastic little admirers. Trixie is most certainly the best in Ponyville.“ Trixie further bragged as no one up front looks impressed.

“Impossible!” Bunga shot back. “There is no way you could defeated a creature that big on your own!” He called her bluff as he got up on the stage to confront her.

“Trixie sure most certainly did, little honey badger.” Trixie replied as she simply flicked him on the nose with her hoof while using her magic to toss him back onto the ground in front of Kion as he angrily looks on at the smug unicorn for tossing aside his friend like that.

“Don't believe the Great and Powerful Trixie?“ Trixie returned to him as Kion helped him up. “Well then, I hereby challenge you, Ponyvillians.” She challenged the crowd as the ponies and the Guard look on with disdain for the unicorn magician. “Anything you can do, I can do better. Any takers? Anyone? Hmm? Or is Trixie destined to be the greatest equine who has ever lived?!” She then declared as more fireworks and fanfare occurred behind her as Spike unzips his mouth.

“Please! She's unbearable! Ya gotta show her! Ya just gotta!” Spike begged on his knees for her to step up and face her.

“There's no way I'm going to use my magic now, Spike. Especially since our friends frown upon showoffs.” Twilight whispered as Trixie looks around for potential opponents.

“Hmm, how about you?” She said as she eyed Twilight who nervously gulped in response. “Well, how about it? Hm? Is there anything you can do that the Great and Powerful Trixie can't?

“I…I…” Twilight stammered nervously as the magician turns to her friends.

“Well, little hayseed?” She pointed in the cowgirl’s direction who has already had enough of her attitude.

“That's it! I can't stand for no more of this!” Applejack decided to step up to the challenge as Bunga joins by her side.

“Me neither!” Bunga also showed his bravery in facing the arrogant unicorn.

“You show her, AJ! You too, Bunga!” Spike encouraged them as they both got up on the stage.

“Can your magical powers do this?” Applejack challenged her as she used her lasso and twirled it around her tail while performing a series of tricks before using it to lasso an apple towards her mouth as Bunga standing beside her performs the moves in perfect sync with the farm pony.

The crowd cheered for them after their performance.

“Way to go, Little B, AJ!” Beshte called out to the two brave challengers.

“Top that, missy.” Bunga returned as he had his head up proudly along with Applejack who shared the same posture.

“Oh ye of little talent. Watch and be amazed at the magic of Trixie!” Trixie nonchalantly returned as she worked the magic on her horn while removing her hat.

She used her magic to make the lasso come alive like a snake to tie both Applejack and Bunga up together with one end while using the other end to shove two apples up their mouths.

The audience still ended up cheering over that display of magic as the two tied up duo hops off the stage as Kion heads on over to help them.

While Kion was able to untie the two and remove the apple from Beshte’s mouth, Bunga of course was able to eat his no problem.

“Are you two okay?” He asked them.

“Yep, just a little tied up.” Applejack replied.

“Man, that pony has some nerve.” Bunga also replied as he took the apple Kion had just pulled out of Applejack mouth’s and bit right into it as the others nearby cringed in disgust. “What?” He asked everyone while oblivious to what he just did while he is munching the apple covered with pony spit.

“Once again, the Great and Powerful Trixie prevails.” Trixie again proudly boasted as Rainbow takes a turn in showing her how it is.

“There's no need to go struttin' around and showin' off like that.” Rainbow told her off as she got up in the unicorn’s face while challenging her.

“Oh?” She replied while silently commending them for stepping up.

“That's my job!” Rainbow added as she flew up towards a windmill, shot upwards towards the multiple clouds up ahead and right through them while proudly smiling over the sun’s shadow, before flying back the way she flew up creating rain drops from those skies, before skidding to a complete stop with a rainbow appearing over his head. “They don't call me "Rainbow" and "Dash" for nothin'!”

The audience cheered for her as the rainbow shines over her although it wasn’t enough for Trixie to back off.

“When Trixie is through, the only thing they'll call you is loser.”

Trixie then worked her magic in having the rainbow created swirl around the blue peagsus entrapping her in a rainbow twister that rapidly spins her around and off the of the stage.

“Whoa! Whoa! Whoa-a-a-a!” She screamed before being left with her eyes spinning very dizzy. “I think I'm gonna be sick.”

“Seems like anypony with a dash of good sense would think twice before tussling with the Great Trixie.” Trixie said as Applejack helped Rainbow up before sending lightning from a dark cloud formed from her magic right at the peagsus.

“Ow!” Rainbow exclaimed in pain as the crowd laughed at her.

However, Fuli now wasn’t taking her showboating lying down as she takes the stage next and surprises her with a dust twister of her own as she uses her super speed to run circles around the unicorn leaving her spinning around with her eyes very dizzy once the dust settled.

“Whoa, Whoa!” She screamed as she spun around until the tornado died down leaving Trixie eye spinning in the similar manner she did to Rainbow Dash.

“Hmm.” Fuli smugly said as she loomed over the dazed unicorn. “And if I were you I think twice before messing with the fastest since she is not the only one who can perform and run with super speed.

“Not bad, little kitten.” Trixie said as she recovered while still not humbled enough. “But watch this.” She returned as she used her magic and create a set of spinning circles before making Fuli’s paws to having them running in place before placing her paws in them before sending her running away from the crowd.

“Whoa!” Fuli screamed as she is pulled away by the unicorn’s magical force at super speed.

The crowd of ponies laughed as her friends however still didn’t laugh or have any pleasure seeing that especially Kion as they didn’t find it very funny as Ono flies over to confront the arrogant magician after whispering something to Fluttershy as she sneaks away.

"So you like to play dirty huh?" Ono dared his luck against her. "Well, think maybe you can try step over here and say that to my face."

"Oh it is on." Trixie smirked back at him as he advanced on the egret yet suddenly finds herself smacked in the face by a pie to which everyone laughs at her.

"Looks like you just got whipped." Ono remarked to the humiliated unicorn as she growls in response as she wipes the cream off of her face.

Trixie then looks around and sees Fluttershy nervously poking her head from behind the stage.

Seeing that Ono distracted her so he could have Fluttershy pie her in the face she then created a magical illusion of a shadow figure with pink eyes, large wings, and antlers on his head to eerily moan at the peagsus from behind.

"RUN!" She screamed as she ran off ahead as Ono turns around confused at what and why she is running away until he sees the figure in question.

"Why? Whoa! Hapana!" He screamed as he and Fluttershy ran for the hills as fast as they could fly away.

Once the two were gone the illusion disappeared as Trixie proudly watches on as the others glare at her for what she had just did.

“What we need is another unicorn to challenge her. Someone with some magic of her own.” Spike called for someone who can match her talent while again hinting for Twilight to step up to the challenge.

“Yeah! A unicorn to show this unicorn who's boss.” Rainbow immediately supported the idea in agreement.

“A real unicorn to unicorn tussle.” Applejack added as Twilight still is hesitation to step up to the challenge.

“Yeah, yeah, come on.” Bunga encouraged Twilight as she points at the showoff up ahead. “Show her how it’s done. She’s asking for it.”

“Uh...”

“Enough. Enough, all of you.” Rarity spoke up thinking they are referring to her. “I take your hint, but Rarity is above such nonsense. Rainbow Dash and Applejack may behave like ruffians, but Rarity conducts herself with beauty and grace.”

“Ooo, what's the matter? Afraid you'll get a hair out of place in that rat's nest you call a mane?” She goaded the fashionista into challenging her.

“Oh, it. Is. On!” She accepted after hearing that insult as she steps up onto the stage. “You may think you're tough with all of your so-called powers, but there's more to magic than your brutish ways.” She said as she used the stage curtain to create a new dress while styling her mane. “A unicorn needs to be more than just muscle. A unicorn needs to have style.”

“Ooh!” The crowd said as Rarity poses for everyone.

“A unicorn is not a unicorn without grace and beauty.”

Trixie, however, having another idea as she develops a mischievous smile as she works her magic on her.

“Rarity won't let Trixie get the best of her!” Spike backed her up. “She's strong, she's beautiful, she's…”

"Hapana!" Ono reacted with wide eyed shock after regrouping with gang as Fluttershy hides behind a nearby bush.

His words were then stopped as everyone gasps in shock as Trixie worked her magic on Rarity while he himself reacts with horror to what Trixie had just done.

“Quick! I need a mirror! Get me a mirror! What did she do to my hair? I know she did something terrible to my hair!” Rarity screamed and squealed in distress.

“Nothing.” Twilight answered to avoid her having a freak out.

“It’s beautiful.” Beshte answered with wide eyed shock.

“It's fine.” Rainbow added.

“It's gorgeous.” Applejack complimented.

“Definitely your color.” Kion added with a forced smile.

“I don’t know.” Bunga added not sure what to make of it.

“It's green.” Spike honestly answered which earned glares from those who tried to keep quiet about it. “What?”

“Ugh, no. Green hair! Not green hair!” Rarity cried as she looked at her green colored hair which was shaped as a bird’s nest while colored like grass. “Such an awful, awful color!” She ran off feeling very humiliated as Fuli rejoins the crowd while passing by a mare who has a green hair color on her mane and tail.

“Well…” Fuli said in offense as she herself has green eyes.

“…I never.” The mare also said in offense before looking the opposite direction in huff.

“Well Twilight, guess it's up to you. Come on! Show her what you're made of.” Spike again insisted to her as she gestured to the unicorn blowing on her hoof while rubbing it on her chest

“What do you mean? I'm nothing special.” Twilight denied as the Guard looks concerned as if she was acting like a different pony.

“Yes, you are! You're better than her!” Spike again pushed her into facing her.

“I'm not better than anyone.” Twilight hastily asserted otherwise as her confidence cracked as Trixie took notice of it.

“Hah! You think you're better than the Great and Powerful Trixie?” She pounced on the opportunity to humiliate another victim. “You think you have more magical talent? Well, come on, show Trixie what you've got. Show us all.” She challenged her as she nervously gulped.

“Who, me? I'm just your run-of-the-mill citizen of Ponyville. No powerful magic here.” She hastily declined. “I, uh... I think I hear my laundry calling. Sorry, gotta go.” She then said as she quickly fled the scene much to the Guard’s surprise as this is very unlike of her not to step up to the challenge like that.

“Twilight?” Spike could only say in her direction.

“Ha! Once again, the Great and Powerful Trixie has proven herself to be the most amazing unicorn in all of Equestria.” Trixie smugly said in triumphant. “Huh, was there ever any doubt?”

“Oh yes!” Kion called out not buying her horse crud for one second. “Aside from ruining and humiliating others for your own pleasure have you really faced off against an Ursa Major?”

“Of course I have.” Trixie returned. “What do you think I did?”

“You want to know what I think?” Kion said back. “I think you’re lying.”

The crowd gasps as Trixie took offense to that claim.

“Trixie never lies.” Trixie asserted otherwise as she glared at the lion for daring to trying to call her bluff.

“Then prove it!” Kion retorted. “I dare you to show us exactly how you fought off an Ursa Major!”

“Oh you can’t be serious.” Trixie tried to call his bluff.

“Oh, I’m serious.” Kion said not backing off as he marched right up to her face. “Show everyone of how you fought of an Ursa Major and prove you are what you say and then I will take it all back.”

“Never.” Trixie refused as she turned away. “Trixe’s not stupid enough to endanger an entire town to make a point.”

“Fine.” Kion just let's it be. “But know that nothing lasts forever and that your own showboating arrogance will bring you down in the end.”

As soon as Kion said what he needed in his friend’s defense he walks ahead without breaking stride as his friends follow suit as the crowd disperse with Spike shooting an angered glare with crossed arms sticking behind as he sees Snips and Snails kiss up to Trixie.

“Ugh! The nerve of that unicorn!” Bunga voiced his disgust towards this boating showoff from out of town.

“I know.” Ono said with a roll of his eyes. ”Just how can other ponies even believe and cheer her on for making fools out of us.”

“You guess is as good as mine.” Fuli irritably replied as she shook her legs around as if they are still running. “I can still feel my legs like I have no control over them.”

“Well one thing’s for sure is that this Trixie pony has no respect for anybody.” Beshte said as he turned to Kion who had something on his mind.

“She sure doesn’t.” Kion said while looking more confused and concerned than annoyed with Trixie.

“You okay, Kion?” Beshte asked him as he could tell something is bothering him.

“I’m fine.” Kion answered as his expression didn’t change. “It’s just, is it me or did anyone notice of how Twilight was hesitant to face off against that unicorn?”

“I saw her.” Bunga said as he too wondered what happened with her back there. “And that was strange she didn’t take her up on that. She would have put her in her place in six seconds flat, nine at tops.”

“I know right!” Rainbow said with the same thoughts. “Why didn’t she?”

“I’m guessing because she thought she would seen as a show-off if she did even if was for the right reasons.” Kion answered.

“What?” Applejack voiced in disbelief. “What makes her think that?”

“Aside from seeing Trixie like seeing a side she doesn’t like about herself maybe the fact that you two implied that doing so would make her as bad as Trixie.”

“When did we…” Rainbow tried to argue before remembering what they said before the show. “Oh you mean just earlier?"

Rainbow then had no words to say as Applejack could only look aside while scratching her left hoof with her right as she realized she made an insensitive mistake without realizing it.

“Oh boy.” Applejack said now very guilty too. “When we said that we meant as it’s fine that everyone has a special talent and its fine to show it here and there but not to the point one has to go and show it all the time just to make a point.”

“I mean sure I like to brag of how awesome I am but I only show it when the situation calls for it.” Rainbow then added as she and Applejack share a look of what they need to do for the next time they see her. “We didn’t mean to discourage her.”

“I know you two didn’t.” Beshte understood as Kion went ahead in the direction of the library. “She just needs to be told that herself.”

“Which is exactly what I’m going to do.” Kion vowed as he went ahead to where he would find the unicorn as he went knocked on the door as Twilight answered the door. “Twilight?”

“Yes?”

“Doing okay?”

“Of course. Why wouldn’t I be?” She asked as if it were a trick question.

“Maybe because of how you reacted back there when that unicorn Trixie challenged you and weren’t too keen on standing up to her.” Kion returned with an uneasy expression.

“Because I didn’t want too.” Twilight said as she focused on the book she was reading.

“Why not?” Kion pressed with his best friend to be honest with him.

“Didn't you see how they hated Trixie's bragging, Spike? If I go out there and show off my magic, I run the risk of losing them as friends.” Twilight answered.

“But it wouldn’t be in this case.” Kion tried to reach out to her. “It's not the same thing, Twilight. You'll be using your magic to stand up for your friends!”

“I don’t think so, Kion.” Twilight’s thoughts on the matter still refuse to change. “It’s still the same thing.

“No it wouldn’t.” Kion still pressed on. “Remember when we dealt with Makuu just after he took over. When I didn’t want to fight him you stood up to him and showed him what for with your magic to put him in his place to remind him that he will cooperate with the balance of the Circle of Life.”

“That’s true.” Twilight acknowledged.

“Plus, that was pretty funny seeing him get slapped in the face like that.” Kion stifled a chuckle as they both briefly laugh at the memory. “Point is its okay when it’s defending your friends and putting others who deserve it in their place.”

“Exactly” Spike added as he came inside for further encouragement. “You’re the best! Any one of these tricks, even the teeniest, would be enough to put Trixie in her place.”

“I still don’t know.” Twilight replied while getting what they are trying to tell her. “I just can’t risk ruining the friendships I have already gained.” She added as she conjured up a door to appear in the middle of the room just so she can open and close it.

“Twilight…” Spike tried again to speak as she still looked at her book downcast. “At least reconsider for your best friends.”

“Please just let me concentrate on my work.”

“Okay.” Kion respected her wishes while turning to Spike. “Let’s go, Spike.”

“Okay.” Spike relented as he turned to leave and close the door behind him only to realize that he made his exit through the wrong door and headed towards the real exit door as Twilight sports an unimpressed expression throughout this moment. “Whoops. Wrong door.”

As the two decide to give Twilight some breathing room, the look on the unicorn’s face make’s it clear that they are right and she had to be reminded of the crocodile debacle of the fine line between bragging and defending others.

Later the two were both walking through Ponyville, while seeing that Twilight is still in deep thought as Spike looks more disappointed.

“I just don’t get it!” Spike could not understand. “Why is it so hard for her to know the difference and that there is nothing to be afraid of?”

“Probably because she still feels no matter what she does it won’t make a difference and felt we were pressuring her into doing something against her will.” Kion could only answer. “But she’ll come around like she has for me.” He then said with confidence she'll pull through in the end.

“I hope so.” Spike returned just as they hear screaming in front of them.

It was Snips and Snails running away in a panic.

“Hey, guys, where ya goin'?” Spike asked the two as they run past them

“Can't talk now.” Snips replied.

“Got a major problem!” Snails added.

“Yeah, Ursa Major, to be exact.” Snips added as said creature appears before them.

This creature was huge, had blue night-sky colored fur, over 50 feet tall with red eyes of glaring anger as he roared at them taking Kion by surprise while Spike looks on in horror.

“Huh?” Spike said in confusion before reacting with shock. “Yikes!“

“Go get Twilight!” Kion told the dragon as he stood his ground. “Warn the Guard!”

“But Kion…” Spike tried to protest out of fear for his safety.

“Go!” Kion commanded him. “’l’ll try to buy everyone some time.”

Spike is still scared and hesitant but upon seeing the giant immediately scrambled away along with Snips and Snails.

“Trixie!” The two called out as they ran.

“Twilight!” Spike called out as he made his way back into town.

Kion stayed behind as he and the Ursa Major locked eyes before the latte makes the first move by trying to swipe his face with his giant claws to which he barely dodged. He then ducked under the bear’s legs to cause him to lose his balance and fall over. The bear growled in response as he gets back up on his feet as Kion climbs up the nearby tree and unleashes a bare claw right at his face thus barely leaving light scratches on him.

Unfortunately, the bear due to its massive size was able to quickly recover and grab the young lion and tossed him all the way back over to Ponyville while screaming as he is sent flying away.

“Twilight! You've gotta come! Quick!” Spike urgently told Twilight.

“I already told you, Spike, I don't wanna show up Trixie!” Twilight returned still paying no attention to the request again.

“No, you don't understand, it's…” Spike tried to explain as they hear the sound of roaring along the sounds of shattered glass as Kion flies inside the library and crashed into the shelf of books while screaming as he crashes.

“Kion!” Twilight urgently rushed over to him as she helped him out of the pile before focusing her attention on the loud roar.

“Uh, is that what I think it is?” Twilight asked the two as Kion got up on his feet.

“Majorly.” Spike answered as Kion nods his head in agreement as the three head on over to where the Ursa Major while fetching the rest of their friends are.

Elsewhere, as Trixie finds herself facing said creature as the two unicorns that brought him here cower behind her.

“Great and Powerful Trixie, you've got to vanquish the Ursa.” Snips urged her to do so.

“Yeah, vanquish so we can watch.“ Snails further encouraged her.

“It took a lot of trouble to get that thing here.” Snips added.

“Wait, you brought this here?” Trixie said in shock that they are so stupid enough to actually endanger the entire town. “Are you out of your little pony minds?”

“But, you're the Great and Powerful Trixie.” Snips cluelessly responded.

“Yeah, remember? You defeated an Ursa Major.” Snails added as the creature roared right in their faces.

“Uh, okay.“ Trixie nervously stepped up to back up her claim with a small scared gulp. “Stand back.”

She worked her magic and made a rope appear from a nearby vase and tied it around him.

“Heh. Piece of cake.” Trixie said in relief.

But of course it did little to stop him since the rope only tied up his fingers to which he smirked as he snapped the rope of as he pulled his fingers apart.

“Aw, come on, Trixie.” Snips said in disappointment.

“Stop goofin' around and vanquish it, eh?” Snails urged her to put more effort.

Trixie seeing that she has to step it up here conjures up dark clouds to make lightning appear to try to scare it away.

But it wasn’t enough to scare it away as it didn’t twitch in the slightest.

“Well, that was a dud.” Snails commented.

“Yeah, pfft, come on! Where's all the cool explosions and smoke and stuff like earlier? You know.” Snips questioned as another lightning bolt strikes the giant in the back.

Needless to say it did little damage to hinder him as it just left black mark on his skin as he roared in rage leaving the three to retreat as he followed after him.

As the Ursa Major made it’s way into town all of the ponies screamed in a panic as the Lion Guard and the Mane Six all got together.

“Lion Guard, Girls, calm them down!” Kion ordered the team as they all ran off to do so.

“You got it Kion!” Fuli returned as she focused on her immediate task.

As Kion, Twilight, and Spike did their part they also came across Snips and Snails who are just standing like they are watching a show.

“What's going on?” Twilight asked them.

“We brought an Ursa to town.” Snips proudly answered as he and his partner sporting a look that matches their proud posture.

“You did what?!” Kion shouted in angered shock.

“Don't worry.” Snails assured them despite evidence to the contrary. “The Great and Powerful Trixie will vanquish it.”

“I can't.” She nervously admitted.

“What?!” The idiotic duo reacted in shock.

“Surprise, surprise.” Kion dully remarked as he saw that coming.

“Oh, I can't, I never have. No one can vanquish an Ursa Major. I just made the whole story up to make me look better.”

“Made it up?!” The two further voiced their surprise as they all meet face to face with the giant as he stood up on two legs as Twilight has her eyes and teeth shaving and quivering in fear at the sight of the giant bear who lets loose another roar as the ponies further scream in panic despite the Guard’s best efforts to calm them down.

“Everyone calm down!” Fuli yelled out to them as they are all frozen in fear at the sight of him.

“I can do this.” Kion said to himself as he prepared to try to use the Roar on him.

“Wait, let Twilight handle this!” Spike insisted from trying to use the Roar’s power against someone who could withstand it while urging to her that Ponyville need’s the true magical prodigy to come to everyone’s rescue as she emits a loud gulp before working the courage to stand her ground in front of him.

She works her magic in creating gusty winds which created a lullaby tune which soothed the creature to get him to feel more calm and sleepy.

“Nice use of number sixteen.” Spike announced while looking very impressed as well as Kion and the rest of the Lion Guard.

“Hevi Kabisa!” Kion said as he looks stunned yet impressed as Twilight increases her power by summoning a nearby water tower dumped out the water before sending into the nearby farm barn where multiple cows got milked out after a series of quick moo’s until the tower is filled up to the top to serve as a milk bottle for the Ursa Major.

“That's new.” Spike commented that this is a first as Twilight further grunts as she increases her concentration to keep the giant sleepy.

“I just hope all of those cows are okay.” Kion said as he notes that was a lot of milk she put into that water tower.

The Ursa Major feeling drowsy near falls on Trixie who braces herself for impact but thankfully Twilight who is now gripping tight on the ground while putting more and more effort in her concentration as she gets back up to lift the now sleeping giant off of the ground while giving him the tower for him to drink his milk like a baby as she levitates the creature up and away from Ponyville and back into it’s home in the cave he was sleeping in.

Once he back and asleep inside his cave, Twilight ceased her use of magic as she panted for a second to catch her breath as everyone cheers for her accomplishment.

“Poa!” Beshte voiced his amazement.

“Unbelievable!” Rainbow remarked.

“Uh more like, Un-bunga-leivable!” Bunga said it’s more than that.

“Hapana!” Ono added with wide-eyed shock and amazement.

“That was amazing!” Spike commended her.

“Heavens to Betsy! We knew you had ability, but not that much!” The farm pony congratulated her talents.

“I'm sorry. Please, please don't hate me.” Twilight quickly replied as she prepared herself for the worst.

“Hate you?” Applejack, Rainbow, and Rarity questioned in surprise.

“Why, whatever do you mean, darling?” Rarity asked in confusion.

“Well, I know how much you all hated Trixie's showing off with her magic tricks, and I just thought…” Twilight explained as Rainbow immediately cut her off.

“Whoa, whoa, whoa. Magic's got nothing to do with it. Trixie's just a loudmouth.”

“Most unpleasant.” Rarity added with emphasis and disdain for her.

“All hat and no cattle.” Applejack also added.

“So, you don't mind my magic tricks?” Twilight asked.

“Your magic is a part of who you are, sugarcube, and we like who you are. We're proud to have such a powerful, talented unicorn as our friend.” Applejack explained as she approached the unicorn ready to apologize. “Though having said that on behalf of all us three, we apologize for making you feel that way without realizing it.”

“And after whuppin' that Ursa's hindquarters, we're even prouder.” Rainbow said to encourage her.

“You are?” Twilight returned feeling pleased to hear that as the three agree.

“Uh-huh.

“Mm-hmm.”

“Wow, Twilight, how'd you know what to do with that Ursa Major?” Spike wondered of how she knew the best way to deal with him.

“And how you knew that was the best approach?” Kion also added as he asked.

“That's what I was doing when you two came looking for me. I was so intrigued by Trixie's bragging that I was compelled to do a little reading up on them.” Twilight answered.

“So it is possible to vanquish an Ursa Major all by yourself?” Spike questioned if this is true.

“That wasn't an Ursa Major. It was a baby, an Ursa minor.” Twilight corrected him.

“That was just a baby?” Trixie commented in surprise hearing this.

“And it wasn't rampaging. It was just cranky because someone woke it up.” Twilight further continued while she and Kion glare at the two for nearly endangering the entire town.

“Awww...” The two said together in shame as everyone joins in on the angry glaring.

“Well, if that was an Ursa Minor, then what's an Ursa Major like?” Spike asked with a horrified thought on his mind as said creature who is cuddling her child is much larger with purple fur and long bared claws and razor sharp teeth similar to a saber-tooth tiger’s.

“You don't wanna know.” Twilight answered. “Definitely something that even the Roar would do very little damage if an Ursa Minor could withstand its powerful blast.”

The Guard all shuddered as the thought sent chills through their spines as they pictured it in their heads.

“Huh. You may have vanquished an Ursa minor…” Trxie then said still smugly replied as she walked up to her as her ego has completely deflated from what had just happened. “…but you will never have the amazing, show-stopping ability of the Great and Powerful Trixie!”

By using a small smoke screen she made her leave which was noticed by everyone because it only lasted a couple of seconds.

But her escape did not last long as Fuli quickly ran in front of her to stop her in her tracks.

“Huh, What the…?” Was all Trixie could say as Fuli ran circles around the boastful unicorn again while having super fast spinning circles appear below her hooves as she places her in them before sending her running away at super speed while sending her out of town. “WHOA!” She screamed as she is carried out of town.

As soon as Trixie was out of everyone’s sight she proudly yet somewhat smugly smiled as she witnessed the payback she delivered on the mare that forced her to run out of town.

“How’s that for a little kitten.” Fuli called out to her as she screams at her uncontrollable legs carrying her away as Kion gives her an amused expression while shaking her head. “Hey, at least I was doing everyone a favor there.”

Everyone got a good chuckle out of Fuli’s stunt as Rainbow high-hoofs her paw as she really approved of that while Twilight and Kion turn their attention to the two for their reckless shenanigans while stopping them from sneaking away.

“Now, about you two.” She then sternly said while facing them.

“What were you two thinking?” Kion crossly scolded them. “You both could have got killed and what’s worse you put the entire town of ponies here in danger.”

“Ah, uh, we're sorry that we woke up the Ursa minor.” Snips nervously laughed and said.

“We just wanted to see some awesome magic.” Snails added.

“Well you didn’t have to go looking and bringing trouble here.” Kion further said while giving them the stink-eye for their recklessness.

“Well look on the bright side.” Snips tried to lighten the mood as he turned to the heroic unicorn. “The way you vanquished that Ursa Minor was awesome!”

Twilight’s stern and serious look did not change as she only raised an unimpressed eyebrow.

“We deserve whatever punishment you give us.” Snails along with his partner bowed in shame to her seeing that evading it is inevitable.

“For starters, you can clean up this mess.” Twilight gestured to the show mare’s destroyed cart before turning to Spike with a mischievous idea on her mind. “And... What do you think, Spike? Should I give them number twenty five?”

“Oh, twenty five! Yes! And I think I deserve it, too.” Spike agreed as the others wonder what that means for them.

“Heah?” The duo asked in confusion.

“What’s number twenty-five?” Bunga asked the question on everyone else’s minds.

“I think you're right.” Twilight said as she worked her magic on them and Spike as they suddenly have mustaches on their lips.

“Sweet!” The three said together as everyone else just rolls their eyes in amusement as Kion gestures the two trouble-makers to get working on their community service while still giving them the disapproving eyes for what they did.

“Ooh!” Bunga said looking very intrigued by their facial hair. “Can I have twenty-five, Please?” He asked the unicorn.

Twilight simply shrugged at let the honey badger have his fun as she conjured up a mustache for him too.

“Sweet!”

Under the Guard’s supervision the dimwitted duo performed their community service as penance for nearly endangering the entire town while Twilight made her way back to the Golden Oaks Library to write the friendship lesson she learned out of the experience for the princess.

“Dear Princess Celestia,

I have learned a very valuable lesson about friendship: I was so afraid of being thought of as a show-off that I was hiding a part of who I am. My friends helped me realize that it's okay to be proud of your talents, and there are times when it's appropriate to show them off... Especially when you're standing up for your friends.”

As soon as Twilight finished up her letter, Kion had came by to check up on her.

“Hey Twilight.” He greeted. “Everything all okay now?”

“Yes, Kion. And thank you for telling me not to be afraid of showing my talents. I really needed to hear that encouragement.”

“Well, that’s what friends are for.” He returned as he thought nothing of it as Spike and Bunga came up to join in on their conversation.

“So, you finally admit that you're the most talented unicorn in all of Ponyville?” Spike asked with a “I told you so.” tone.

“Well, yeah, but it's nothing to brag about.” Twilight humbly accepted. “So, uh, how did it go with Rarity?”

“Eh, she didn't go for the mustache.” Spike said in disappointment.

“Bummer.” Bunga added in the same tone. “Because no one else in Ponyville was willing to give it a try with me.”

“You know, Spike, that mustache has nothing to do with who you really are. Maybe you should just try being yourself.” Twilight adviced him as she turned to face him.

“And the same could be said for you too Bunga.” Kion also joined in.

“Or... Maybe the mustache wasn't enough. Maybe if I had a mustache and a beard?” Spike thought of another idea.

“Uh, not this again!” Twilight sighed as Bunga started getting the same idea.

“Okay, imagine me with a nice, long, Fu Manchu type beard.” Spike went on with ideas in his head.

“Or maybe a goatee. Oh, no, a soul patch right on my chin!” Bunga suggested as Twilight ignites her horn to perform a spell on the duo to put them to sleep and with a flash of magic the two were now fast asleep.

Both Kion and Twilight both chuckled in amusement as they watch them sleep and snore soundly asleep while feeling relieved they don’t have to listen in on them rambling their ideas off.

Author's Notes:

In this episode as Trixie comes to town to be a show-off and humiliates each and everyone of their friends expect for Fluttershy, Behste, and Ono who steered clear of that.

This time it is Kion's turn to return the favor to Twilight giving him the advice she needs to hear when she is afraid to show her talents out of fear of being seen as a show-off to which he also explains to Applejack, Rarity, and Rainbow Dash that she felt put down by their comments as they owed to her to apologize why correcting themselves that they meant Trixie for showing them off in contrast to Twilight who shows her talents when the situation calls for it.

Also, to ensure Twilight comes to everyone's rescue, I just like to point out that since Kion has just discovered the power of the Roar to establish that it so far has limits against giant creatures such as an Ursa Minor or an Ursa Major since I personally feel that Kion's use of the Roar makes him slightly over-powered to the point no matter what he can just decide to end the fight with it whenever he wants to.

Next up is "Can't Wait to be Queen." where we will indulge in the episode's first Darker and Edgier episodes of the show.

Episode 7: Can't Wait to be Queen

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Episode 7:

Can’t Wait to be Queen

One bright early morning, Twilight and Spike had both woken up and made their way to Pride Rock to meet up with the Guard for their daily morning patrol. Even if this was a little early, Twilight wanted to be able to use this opportunity to have Spike watch in on the action since he desired to see what it’s like.

“I can’t believe it! My first patrol with the Lion and Pony Guard!” Spike could not hold in his excitement.

“Wow Spike!” Twilight returned with a smile. “Clearly this must be worth waking up in the morning for.”

“Heck yeah!” Spike replied. “I’ve heard about all of the times you and the other's chased Janja and his pack out of the Pride Lands. Those greedy scavengers trying to deprive the Pride Lands of their food.”

“If only they knew and had brains to learn how the Circle of Life must be respected.” Twilight said with a tone of annoyance and disappointment towards them.

“I just hope I can be able to fight them the next time they try to invade the Pride Lands.” Spike eagely voiced while getting his hopes up as they made their way to Pride Rock.

“And I just hope you don’t get yourself into trouble for biting more than what you can chew.” Twilight lightly warned her dragon companion as they walk up Pride Rock to greet Kion so they can start gathering the team together.

However when they got to the top this time around, they were surprised to be greeted by the lion king himself instead of the leader of the Lion Guard.

“Greetings your majesty.” Twilight greeted with a bow along with Spike.

“Good morning, Twilight.” Simba kindly returned. “You too, Spike.”

“Pleasure’s ours.” Spike happily replied.

“We just came by meet up with Kion and the rest of the Guard for our morning patrol.” Twilight then explained. “Is he around?”

“No. He is out fighting with his sister…again.” Simba answered as he said the last part sounding annoyed.

“About what?” Twilight asked with surprised curiosity.

“Either fighting about their rights to a tree to scratch in the woods or getting into a dispute of who’s right and who’s wrong.” Simba answered as he made his way to where his children are as Twilight and Spike follow after him while walking down and off of Pride Rock.

“Do they get on each other's nerves a lot or are they just really competitive?” Twilight asked hoping that it's nothing serious.

“Just really competitive.” Simba gently assured. “Other than that they get along fine.”

“That sure rings some bells for me.” Twilight said to herself as Spike has a pretty good idea what as Simba has an idea in mind.

“Speaking of my daughter Kiara…” Simba added. “…I actually have some big news to tell her…” He began as the visiting duo perks their ears to listen to what he plans for her.

In the woods, both Kion and Kiara are both growling angrily at each other as they look ready to fight.

“Back off!” Kion demanded of his sister.

“You back off, Kion. That's my tree!” Kiara fired back as the two got into each other’s faces.

“Your tree?”

“I found it first. So step aside.”

“No way! You can't tell me what to do.”

“Uh, actually, she can.” Simba interjected as he arrived along with Twilight and Spike. “For the next few days, Kiara will be queen.”

“Me?” Kiara said quite surprised with what he just said.

“Her? Queen? Dad, what's going on?” Kion asked equally surprised himself.

“Kiara will be acting queen while your Mom and I are away in Kilio Valley.” Simba explained.

“Kilio Valley? You're visiting the elephants?” Kiara asked.

“Yes.” Simba replied as his positive tone turned into a more somber one. “We have a funeral to attend. My friend Aminifu passed away.”

“I remember him.” Kiara replied feeling suddenly sad hearing that.

“He was a wise elephant.” Kion also said in the same tone as his sister.

“He sure was.” Twilight also said feeling sorry herself for him.

“No kidding.” Spike added in the same tone as Twilight.

“Yes.” As Simba continued some of the leaves blew through the recent gust of wind to which he took notice of as they flew up in the sky. “He helped the Pride Lands return to normal after Scar was defeated. Once the elephants returned, all the other animals followed. And the Circle of Life came back into balance. And now Aminifu has completed his part of the Circle of Life.”

“I'm so sorry, Dad.” Kiara returned before popping another question she has in mind. “Uh, how long will you be gone?”

“Just a few days.” Simba answered.

“But wait!” Kion interrupted feeling there is one flaw with that plan. “Are you sure leaving her in charge of the whole Pride Lands by herself is a good idea?”

“Don’t worry, Kion.” Twilight spoke up to assure him that the matter is resolved. “Your father already talked it over with Princess Celestia and she has agreed to watch Kiara’s progress while giving her guidance when needed.”

“Thank you, Twilight.” Simba said to her as he turned his attention back to his daughter for a comforting nuzzle. “And I'll let you in on a little secret. I was nervous about ruling the Pride Lands at first, too.

“I'm not nervous.” Kiara tried to deny at first before admitting. “Well, maybe a little.”

“It's okay. I have faith in you.” He assured her as they shared another warm embrace as Kion feels a little put out as he was playing favorites for a second until his father added. “And the Lion Guard.” He added as his son smiled in appreciation though the vibes of the sibling tension did not go unnoticed by Twilight. “Just keep the peace, and everything will be fine.”

“I won't let you down, Dad.” She said to her father with determination.

“I know, princess.” Simba said with great faith. “Or, should I say Queen?” He then said as Kiara laughed nervously again with a smile.

Shortly afterwards, Kiara, Kion, and Twilight make their way back to Pride Rock as Simba meets up with Nala and Zazu so they can say their goodbyes to their children before leaving.

Kiara then heads on over and sits in front of the very ledge of Pride Rock while looking uncertain that she will be a great queen during the time her parents are gone. Twilight stuck around after Kion had left so he can adjust to all of this to give her comfort.

“Still nervous are you?” Twilight asked her.

“Yeah.” She honestly answered with a sigh. “It’s just all so sudden. I mean I know it’s only for a few days but I can already feel the pressure.”

“It must be tough just knowing that you are going to ascend to the throne sometime in the future.” Twilight said sympathetically for her current plight.

“Especially when knowing from day one it is my destiny.” Kiara further said as Twilight walks up and sits beside her. “Not that you would understand what that’s like since you’re not a princess yourself.”

“True…” Twilight acknowledged as she began giving advice while looking for the right words to approach this as she scratched her chin. “But I do having an understanding from my time with Princess Celestia back in Equestria of knowing what means to live up to being a princess or queen in this case. But what’s important in the end is that all your subjects are happy and willing to follow your lead because you are looking out for everyone’s well being.”

“I do care for everyone.” Kiara understood her point but couldn’t help up voice her doubts straight from her heart. “It’s just I don’t know if I have what it’s takes to be a great queen or even a good queen. And it’s not like I have much of a choice since I will still be queen whether I want to be or not.”

“Right, because as your father said it’s like saying you don’t want to be a lion.” Twilight further acknowledged. “But as part of a family of royal rulers who strive for the good of the kingdom it’s in your blood.” She gave Kiara an expression that says “Yes, your father did tell me about that talk.” as the female lion looks aside not wishing to relive the memory of her gravely worrying her father to death with her little adventure into the Outlands before continuing. “I mean yes, it is a big responsibility, and yes there a lot of high expectations to be followed when ruling a kingdom. But as long as you push for the right call in watching over the Pride Lands you’ll succueed no matter what.”

“You really think I have what it takes to be a great queen someday.” Kiara hopefully asked as she tilted her head to face her feeling touched by the unicorn's wisdom.

“I know so.” Twilight kindly returned before offering. “And if it helps I’d be more than happy to help you out and guide you through your royal duties the best I can.”

“I would greatly appreciate that.” Kiara gladly accepted without second thought.

“Spike, take a letter.” Twilight asked of him as he got a quill and paper ready to take notes of what needs to be done for the next few days while sighing of what he knows this sudden change of plans means for them knowing Twilight.

At the same time, as Simba and Nala walk through the Pride Lands on their way to Kilio Valley, Simba can’t help but think of something on his mind as they make a brief stop.

“It is a big responsibility.”

“Worried about Kiara? Or are you worried about your tribute?” Nala asked with a knowing and teasing smile.

“Why would I be worried about that?”

“Maybe because you have to say it in Elephantese?”

“Yes. Elephants and their traditions.” Simba admittedly said with a begrudged sigh.

“And they take those traditions very seriously, sire.” Zazu added as he flew up and landed on a nearby rock.

“Oh, believe me, I know.” Simba acknowledged while rolling his eyes. “It has to be perfect.”

“True. But it's just one phrase. Eihe kala pano tou.”

“Hmm. Easy for you to say.” Simba returned with a smile.

“Oh, I suppose it is.” Zazu returned not even denying it. “But then, I am fluent in Elephant. Not to mention gorilla, chimpanzee, and several dialects of bushbuck.”

“Yes, Zazu. We know.” Nala acknowleged as she and Simba pressed forward with their journey.

“Believe me, sire. By the time we get there, I'll have you speaking like a true elephant!” Zazu assured them as he flies over to the couple as they already starting walking ahead while Mzingo without their knowledge watches from behind and out of sight from the tree the trio had just stopped in front of.

Once they were out of eyesight, he flies down to the nearby rock.

“Hmm. Simba and Nala leaving the Pride Lands. This will be worth keeping an eye on.” Mzingo said to himself before flying away.

At the same time, Princess Celestia watches over the scene with her magical orb so she can keep taps on the Pride Lands while carrying out her royal princess duties.

“We’ll see about that.” Celestia simply smiled as she thinks otherwise as she heads on over to meet with the delegates at the throne room.

“Its things like this that almost make me wish I wasn't king.” Simba further stressed as he looks on the downside of all of this.

“Come now, sire. It's really not as bad as all that.” Zazu tried to make light of it.

“Having to say goodbye to an old friend in a language that I don't understand?” Simba failed to see otherwise.

“Yes, this is an unfortunate duty.” Zazu acknowledged while encouraging him to look on the bright side. “But you have so many other wonderful ones, sire, if I may say so.”

“Actually, Zazu, I think Simba could use a little reminding.” Nala thinks it’s a good idea to do so.

“Yes, of course.” Zazu said as he broke out into a song about the many duties he has as king which are all the more positive upsides to being king as they come across the many animals during their journey to the elephant’s home.

Duties of the King

Simba feeling much better joins in on the song as he sings off some of the many duties he has as the two finish off the song together with the lion king now feeling more ready to embrace his position now.

“That's more like it.” Nala said with a smile pleased to see it.

“Yes. Thank you, Zazu. I do feel better now.” Simba now felt more comfortable with pressing forward with all of this.

“Wonderful, sire.” Zazu returned. “Now, about your Elephantese accent.” He then brought up as Simba's relief turned into an uncomfortable cringe at that reminder before pressing forward with their journey.

Shortly afterwards, Fuli, Bunga, Beshte, along with the Mane Five meet up as they make their way to Pride Rock so they can group up for morning patrol.

“Hey! Did you hear? Kiara is queen of the Pride Lands!” Beshte told everyone feeling very excited for her.

“We’ve heard!” Applejack replied. “That must sure be a heck of a promotion more exiting than a rattlesnake hopping out of the garden hose.”

“Yeah! It's un-Bunga-lievable!” Bunga shared the same excitement too.

“Uh, more like awesome!” Rainbow emphasized as she gushed over the idea too as she placed her hooves on her cheeks.

“Hmm, it was going to happen eventually.” Fuli simply said it’s no surprise to her but was none of the less still proud of her.

“I'm sure she'll be a nice queen.” Beshte has good faith in her.

“I think so too.” Fluttershy felt the same way as Kion on the other hand didn’t agree with the idea as he meets up with them.

“Kiara's only queen while my mom and dad are away.” Kion pointed out before looking around upon noticing something. “Anybody see Twilight and Ono? It's not like them to be late for morning patrol.”

“Here comes Ono.” Fuli said as she spotted him flying by in the sky but to their surprise he flew straight ahead instead of flying down towards them.

“And there he goes?” Pinkie commented.

“What? Why is he going to Pride Rock?” Kion asked sounding flustered by what had just happened.

“Probably an important meeting with the queen. Which reminds me…” Rarity answered as she thinks of something very important while conjuring a fitting room for herself and fits herself with a pink fancy dress and then emerges and teleports inside the fitting room away while combing her mane and tail with her magic. “…I better get myself groomed up before meeting with the queen.”

“Really?” Kion asked with a deadpan expression as Rarity emerges from her personal fitting room in her new dress.

“Yes, really.” Rarity returned without second thought. “It is expected to look your best in the presence of royalty.”

“Ugh!” Kion just pressed forward to Pride Rock rather than voice his disgusted objections just as Ono standing at the ledge ready to meet with Kiara.

“Hmm. Hmm. Hmm. Got to get clean for the queen.” He said to himself as he cleans his feathers with his peak just as the Guard arrives.

“Ono.” Kion called out to him which startled him. “What are you doing? We've got a patrol.”

“Oh. I'm sorry, Kion.” Ono apologized. “Uh, Queen Kiara asked me...”

“Queen Kiara?” Kion asked while looking dumbfounded by the title he had used to refer to her as.

“Yes, Kion.” Twilight answered as she and Kiara walk beside her with Spike carrying a checklist in his hands. “Even if it is for a few days, she is technically our queen here.”

“Twilight what is going?” Kion again asked still very confused but before she could answer Bunga and Rarity with the latter in her dress came over on their knees to greet Kiara as she emerged from the cave as Spike blows a fanfare on his trumpet.

“Presenting her royal highness, Queen Kiara.” Spike presented as he stepped aside as Kiara approaches everyone gathered.

“Your Majesty.” The two greeted her as they bowed before her much to Kion’s irritation as he rolls his eyes.

“Bunga, that's really not necessary.” Kiara said to him.

“That includes you too Rarity.” Twilight said to the dressed unicorn as she gestured to her outfit with an unimpressed look. “Nor is the whole dress up.”

“Bunga, Rarity, stand up.” Kiara kindly asked of them to which they immediately do.

“Your wish is our command!” Bunga said as he and Rarity do so as the latter stepped forward and kissed her paw much to Kiara’s discomfort before they left.

“Kiara, what was so important you had to take Ono away from our patrol?” Kion asked expecting a good reason as Twilight looks aside feeling uncomfortable being in between the growing tension of the two siblings.

“Zazu went with Mom and Dad, remember?” Kiara reminded with while trying to be polite with him about it. “I need someone to give me the morning report. And Ono is the keenest of sight.”

“Yeah, okay.” Kion backed off from his anger after understanding her reasons. “But he's still part of the Lion Guard. You should have asked me first.”

“Um, actually, she did.” Twilight awkwardly said while giving Kion an apologetic look for not allowing herself time to tell him.

“Huh?” The younger lion responded quite surprised to hear it.

“Sorry, Kion. But she asked me if she could borrow Ono and I got too busy helping Kiara out that the thought accidentally slipped my mind.” She said as she looked aside feeling guilty for unintentionally sparking the sibling tension between them.

“Helping out?” Kion again asked as the changes from Kiara being placed in charge are really chaffing his fur deep down.

“So anyways…” Kiara said wanting to move on as she turned to Ono. “Report, Ono?

“Your Majesty!” Ono saluted as he cleared his throat to properly address her. “Uh, all appears to be in order from Mekundu Cliffs to Ukuni Woods. There's much excitement about your becoming acting queen. The oryxes aren't fighting, for a change.”

“Well that’s good.” Fluttershy said feeling pleased to hear that.

“The eland herd is migrating east along the river as expected.” Ono added while remembering one more important detail. “Oh, also on the path along the river, I spotted a new cluster of beehives.”

“Bees make great snacks.” Bunga said with excitement as Pinkie was already starting to drool at the thought of delicious honey.

“Mmm. Golden delicious.” Pinkie said with a pleased and relaxed jaw with drooling saliva much to the other’s disturbed expressions as Rarity steps back to avoid having her dress ruined.

“If you two say so.” Fuli replied with a smile to the two as she avoided the pink mare’s saliva.

“And that's the morning report.” Ono concluded.

“Interesting. Thank you, Ono.” Kiara thanked him as she processes the report.

“Yeah. Great job, Ono.” Kion complimented while rolling his eyes again still irritated at the thought of his sister being in charge.

“Thank you for the opportunity, my queen.” Ono returned as she bowed to the royal lioness. “And you, er, my Kion?” He added at the glaring cub’s direction after hearing in groan in irritation just to play it fair.

“Sounds like everything is okay.” Kion returned with visible restraint. “So can I have Ono back for the Guard's morning patrol now?” He then politely asked of his sister.

“Hang on, I'm... I'm thinking.” Kiara had something in mind. “The bees are building hives on the path along the river. The elands use that same path...”

“If the elands step on the beehives, they'll get stung! The herd would break up and there could be chaos.” Fluttershy added as she comes to the same conclusion as Kiara. “My apologies, your majesty.” She said with an apologetic bow for interrupting her.

“It’s all right.” Kiara took no offense to it.

“I didn't think of that.” Kion said as the thought just occurred to him. “Okay. Girls, Lion Guard, let's move out.” He then said to the others.

“Kion, wait.” Kiara stopped him before they could leave. “Can you and the Guard divert the eland away from the bees' nests?”

“Huh? I guess we could.” Kion reluctantly agreed. “Come on, guys.”

“By your command, my queen.” Bunga obeyed with a bow as he makes his leave.

As everyone set out Kion stops and turns back to see that Twilight is the only one not following after them.

“Twilight, aren’t you coming?”

“No.” She answered. “I going to stick around to help Kiara out and make sure she is okay while she is acting queen of the Pride Lands.”

“But she is not the queen.” Kion argued.

“Well, like it or not she is.” Twilight calmly returned. “And clearly she needs some guidance if she is going to rule the Pride Lands someday.”

“So you’re just going to be listening to my sister just because of her title that only lasts for a few days?!” Kion asked back sounding incredulous with her decision.

“Kion…” Twilight began as she tries to be civil about this. “…I know you two have your disagreements and that you don’t like the idea of having to listen to your sister give orders but for now she is your queen. So for the time-being, what she says go.”

“But the Guard needs you more.” Kion protested.

“I’m sorry, Kion. But Kiara really needs my help more than ever. You have plenty of team members to work with for a simple patrol and herd diverting.” Twilight firmly yet apologetically replied to her co-leader.

“Okay.” Kion still felt uneasy about all of this as Spike pops in on their conversation.

“Sorry to interrupt, but by decree of her royal highness, Queen Kiara has requested your presence along with the Guard to get a move on to divert the elands before they cross paths with the bees.”

“Huh?” Kion could not believe his ears.

“Sorry, Kion. Gotta go. I’ll catch you later.” Twilight apologized once more before turning back to meet with Kiara as Spike follows after her.

“Did I just get an order from my sister?” Kion asked Fuli with a confused look.

“No. You got an official decree.” Fuli corrected with a teasing smile.

Elsewhere, Simba, Nala, and Zazu have made another side stop so Simba could further practice his Elephantese.

“No, no, no, sire. Like this…” He instructed his king as he slowly pronounces the phrase. “…Eihe kala pano tou.”

“Ehke kana pao tu.” Simba still struggled with it. “What's does this mean, again?”

“Literally, it translates to, "He had good on him." It means he was a good elephant.”

“Well, that is certainly true. Aminifu had much good on him.”

“And now, you'll just have to say it in Elephantese.”

“I can't say it in Elephantese. And do you know why?” He asked before suddenly shouting with his answer. “Because I'm not an elephant.” He ends up roaring in frustration sending Zazu flying into the nearby tall grass.

“I'm okay.” Zazu called out to assure no harm done.

At that moment Princess Celestia appeared before them after deciding it was time to give him some much needed wisdom.

“Everything okay.” She asked as the others were surprised by her appearance.

“Celestia!” The lion king said in surprise seeing her here. “What are you doing here?”

“Checking up on you.” The sun monarch answered. “And don’t worry everything is going smoothly in the Pride Lands.”

“Oh, I wasn’t worried about my daughter.” He returned before honestly adding. “It’s just having to give a tribute to the elephant’s recently past leader in a language that I don’t understand is why I am so frustrated.”

“I can see why.” Celestia returned with an understanding tone. “Having to say goodbye to someone while learning a new language really is frustrating. But as long as you keep practicing you’ll get it in time.” She then encouraged him.

“But I only have a day to get this phrase right with who knows how they will react if I accidentally say something that would threaten the peace between us and the elephants.” Simba replied unconvinced with worry trembling in his lips.

“Simba, you may not be an elephant, but you are king.” Nala gently reminded him as she took her turn again. “And as king, this is expected of you.”

“And even if you make a mistake, they’ll understand because you are new to learning this.” Celestia added as she leaned in to the king for a private whisper. “And just between you and me, I’ve had my fair share of accidentally saying the wrong things in languages I didn’t understand when I first became ruler of Equestria too.”

“And Aminifu was a good friend. He deserves the best.” Simba sighed in acknowledgment before pressing forward more positively after nuzzling his wife while nodded at the alicorn for their comforting advice. “Thanks, Nala, Celestia. Okay, Zazu. Once more, from the top.” He then said while turning to his royal advisor.

“Of course, sire.” Zazu obliged after emerging from the grass and crawling up to him still dazed from the shock of his roar.

Back in the Pride Lands, the Guard and the Mane Five all have arrived at the path where bees are swarming over with their new nests over trees just as described.

“No. Beehives in the path. Just like you said, Ono.” Kion said as witnessed the many bees in the area before turning to the egret. “Where are the elands?”

Ono flew up and used his keen sight to scan for the elands who are currently on the path and right around the corner.

“They're on their way, Kion! Uh, just around the bend!” Ono reported.

“Okay. When they get here, we'll move them off the path and across the fields far away from the bees.” Kion instructed his team with a tone that says he just wants to get this over with.

“Hard to believe something so small could bother something so big.” Beshte voiced his thoughts.

“Yeah. Seems kind of silly.” Kion seemed to agree as he had second thoughts. “Moving a whole herd of elands just to avoid a few little bees?”

“That was Queen Kiara's decree.” Ono returned.

“Please tell me you’re not thinking what I think you’re thinking.” Fluttershy pleaded with the lion not to pursue it as he still feels agitated from having to kiss up to his sister to listen to reason as Mzingo secretly observes them from one of the tall tree branches.

“Yeah, Queen Kiara's decree. She's only been queen for a day. I've been leading the Lion Guard for a lot longer than that.“ Kion voiced his opposed attitude to all of this.

“Now darling…” Rarity tried to ease Kion’s frustration. “…Sure it has only been a day, it must be quite a stunning change, but your sister usually means well.”

“Kiara can tell me to do something. But she can't tell me how to do it.” Rarity’s attempted advice just flew in and out of his ear with his new decision. “I say we move the bees.”

“Move the bees?” Applejack and Ono said in surprised unison.

“Move the bees?” Mzingo also questioned with a surprised look.

“Good luck!” Rainbow immediately replied as she, Applejack, and Rarity quickly dart away from the scene not wanting to mess with them.

“Yeah! Let's move the bees!” Bunga agreed to the decision along with Pinkie.

“What could go wrong?” Pinkie added feeling it should be easy.

Though predictably with fate tempted, the Guard minus Fluttershy who cowered from the bee’s rage by hiding in one of the bushes all scream as the angry bees all pursue them barely outrunning them as Ono tries performing evasive maneuvers in an attempt to avoid getting stung along with Pinkie and Bunga who are happily munching on the honey from the broken hives.

“What are you guys running for? Bees taste even better when they're mad!” Bunga nonchalantly asked them as she and Pinkie consume more honey as the latter’s fur coat is covered in it.

“They sure are.” Pinkie cheerfully returned as she slurped down the honey from her fur.

“Maybe we should've diverted the eland herd after all!” Fuli told Kion with a glaring look that says his decision truly was a big mistake.

“Don't worry about the elands!” Kion pointed out the bright side as they fled from the bees but as they turned the corner.

“The elands!” He screamed as they accidentally crashed into them along with Applejack and Rarity.

Everyone was okay but it allowed time for the bees to catch up with them with furious stingers ready to sting them.

“Hevi kabisa! Incoming!“ Kion screamed as Rarity quickly performed a force field with all of her strength while Rainbow quickly performs a rainbow twister to wrap the bees up before any of them could sting the elands and sent them away at top speed away from the path.

The elands quickly recovering managed to run in the opposite direction but while spooked out of their minds from the near bee attack.

But as for some of the bees that didn’t get sucked up in the twister well…

Later at Pride Rock, Twilight is going over with Kiara her to-do-list during her brief tenure as Queen while Spike takes notes and offering encouragement to the best of her ability when the Guard all arrives with bee stings all over their bodies minus Fluttershy who had nothing to say about all of this.

“What happened?!” Twilight asked in shock as the three look on wondering how they all got stung.

“There may have been a small problem with the bees and the elands.” Kion answered as he tried to downplay the mess that had happened.

“A small problem?” Kiara replied not buying the attempted downplaying of the aftermath as the others likewise glare at him for putting them through that.

“Doesn’t look like it went well.” Spike couldn’t help but note.

“It wasn't a total disaster.” Kion still insisted as he scratched the bee stings on his fur.

“Are you kidding?! Look at my fur.” Rarity exclaimed in exasperation while placing itch cream and white paint on her fur coat. “It will take days to get this perfectly delicate white coat restored to normal with all of these nasty bee stings. My beautiful fur! Ruined!” She dramatically cried in pain.

“Really?” Kiara still isn’t convinced as she sees Applejack, Rainbow, Fuli, and Ono dealing with the stings on their bodies by scratching them. “Looks pretty total to me.”

“Yeah, totally delicious.” Bunga happily returned as he and Pinkie finishing licking off the honey from their fur.

“Super yummy!” Pinkie added as she drooling her lips after downing the last bit of honey. They even ate one of the bees that got stuck on the honey when they tried to sting them.

“Admit it. I was right about the bees and you were wrong.” Kiara then said to her brother as the two prepared to get into another fight.

“I admit it, Your Majesty!” Bunga said with a bow as Twilight teleported and got in between the two siblings before things could get ugly.

“Okay, let’s both just calm down here.” She began as she faced the two. “Yes, Kion made a mistake… She began as Kion frowned at her. “…But let’s keep in mind that not everyone is right and that even extends to leader’s themselves.” She added to which Kiara frowned at her as well. “So I think it is best that we both just move on from this and just use this as a learning experience the next time this sort of thing happens. Okay?”

Both siblings sighed and dropped their fight as Kion and Kiara turned away from each other while glancing an eye at each other very irritably towards each other.

“Well, the elands did manage to avoid getting stung and were led on the right path...eventually.” Kion then said for the sake of assuring that everything else went fine.

“Most of them.” Ono added.

“Some of them didn't want to come with us.” Fuli added.

“I don't think they liked us.” Beshte added.

“Well considering the bees were moved from their homes we can’t really blame them.” Applejack added feeling they deserved that.

“Maybe next time you'll listen to your queen.” Kiara still felt the need to crossly scold her brother for his mistake.

“Next time?” Kion returned just as cross by that statement.

“Yeah. Next time I give you a decree. Or have you forgotten Dad left me in charge?” Kiara repeated to assert her authority.

“It's pretty hard to forget.” Kion remarked with controlled fury as he turns and leaves in a huff for the sake of appeasing Twilight who is trying really hard to keep them from butting heads together as she looks disheartened seeing their squabble to the point she looks like she is going to cry.

“If anyone needs me I’ll be out helping calm the bees down and help them find new homes.” Fluttershy excused herself to avoid getting in the middle of anymore fights after sensing the tension between the two siblings.

“Rarity.” Rainbow spoke in the marshmallow-coated unicorn’s direction who is still putting cream and paint over her bee stings. “Think you could share some of that itch cream, please” She asked as she failed to resist scratching her bee stings.

“Of course, darling.” Rarity complied as she handed her a tube of the stuff to which she dumps the entire contents all over her body before going off to relax in the sun at the top of Pride Rock to chillax.

“Aah, thanks!” Rainbow said as she flies off to do so much to Rarity’s dismay that she used the whole bottle.

"Rainbow Dash!" Rarity groaned before running off after her. "Wait for me!"

At the Outlands Volcano, where Janja and his hyena clan reside, Mzingo meets up them where he informed them of what has happened since Kiara took over.

“You wouldn't believe it, Janja. The whole sky. It was filled with bees.” Mzingo recalled narrowly avoiding the bees himself. “I barely escaped without getting stung myself.”

“So with Simba in the elephant territories, brother and sister aren't getting along.” Janja then saw an opportunity right there to capitalize on this as he and Mzingo share a laugh together. “Be a shame if their family squabbles led to chaos in the Pride Lands.

“From which we all might profit.” Mzingo added as he wickedly cackled.

“Mzingo, I need you to deliver a message to the new queen.” Janja told him as he approached him ready to tell him what he wants him to tell her as Cheezi and Chungu both laugh together ready to pounce on this opportunity.

The next morning, the traveling companions were walking forward with their journey as Simba tries the phrase again.

“Itchy kala pano tou. Did I get it right that time?”

“It's coming along, sire.” Zazu awkwardly replied to say there is still some improvement needed.

“You'll get it, Simba.” Nala assured him. “Zazu, how much longer until we get there?”

“Hmm.” Zazu said as he looked ahead down the hillside. “Actually, we've arrived.”

The three see they are now in Kilio Valley with many elephants lined up as they deliver and place flowers over the lifeless elephant in the center of the area.

Both Simba and Nala shared a sorrowful nuzzle together seeing this tearful site as one of the elephants tearfully hugs the deceased elephant good-bye.

“Well, time for the tribute.” Simba said as he and the others pressed forward with the must-do task at hand as they approach the grieving family.

At Pride Rock, Kiara looks on over the Pride Lands seriously as Twilight and Spike just watch on while concerned for her and Kion’s relationship.

“Doing okay, Twilight?” Spike asked.

“I’d be more okay, if I wasn’t stuck in the middle between two siblings at each other’s throats.” Twilight replied with a disappointed sigh as she resists the urge to cry. “Here I am just trying to give Kiara extra help while she is queen and Kion is having a hard time accepting that.”

“Must be really tough.” Spike returned with an understanding tone seeing how tough it is to be neutral about this.

“It is!” Twilight said feeling frustrated herself. “I just want to them to get along before they do something they’ll regret.”

“It’ll be okay.” Spike tried to assure her. “I’m sure once they will make up once things cool down between them.”

“Hopefully.” Twilight just said feeling doubtful it will.

Just as Kiara turned around seeing that everything is fine, Mzingo suddenly appeared on the edge of Pride Rock.

“Queen Kiara. Being queen obviously suits you.” He greeted her.

“Mzingo.” Twilight narrowed her eyes upon seeing him as Spike looks on with a look of distrust towards him.

“Mzingo.“ Kiara returned in surprise along with Twilight and Spike. “What are you doing here?”

“Nothing to fear, cub... I mean, Your Majesty.” He quickly corrected himself with a bow. “I simply come to bring you a peace proposal on behalf of Janja.”

“Janja wants peace?” Kiara laughed it off as Twilight couldn’t help but roll her eyes seeing what and why he is here and doing this.

“Oh, it's what he's always wanted.“ Mzingo then sighed in pretend disappointment as he stepped closer to the lioness. “Sadly, your brother and his Guard, well...” He hesitated to say as he paced around a little. “Forgive me for saying so my queen, but your brother can be quite stubborn.“

“Ugh, tell me about it.” Kiara couldn’t agree more as Twilight starts to get worried seeing that Mzingo is baiting her with the right words. “But why didn't Janja come himself?” She asked suspiciously of why he is going through with this approach.

“Janja's not exactly welcome in the Pride Lands. He thought you might meet on neutral ground. Say sunset tonight at Broken Rock?” He proposed as Kiara shifts her eyes as she ponders the thought. “You can discuss the terms of your new peace agreement. You could usher in a new day of peace for the Pride Lands.”

“Hmm? I'll think about it.” She answered.

“That's all we ask.” Mzingo took her reply in stride feeling satisfied enough as he flies away.

Kiara then turns around as Twilight and Spike walk up to her.

“Man, that vulture gives me the creeps.” Spike groaned at the sight of the creepy bird. “Is it just me or does that bird give me the creeps?”

“Not just you and I definitely know deep down it’s a trap.” Twilight returned as she then spoke to Kiara. “You’re not seriously thinking about meeting with Janja are you?”

“Not really.” Kiara replied still deep in thought. “Mainly because Mzingo doesn’t seem exactly trustworthy to me.”

“Okay, because I really must advice against this here.” Twilight then calmly voiced her objections about this proposal. “Because Mzingo is allied with Janja and since they don’t respect the Circle of Life I’m sure their desires for peace are for the reasons they want you think.”

“True.” Kiara agreed with Twilight as they make their way inside as the latter hopefully smiled seeing this. “If I was more naïve than I would have thought Janja and Mzingo were sincere about wanting to meet with me in the Outlands for a peace treaty.”

“Janja and Mzingo told you what?!” Kion spoke in alarm upon hearing this causing the hope on Twilight’ smile to fade into a frown. “Kiara! You have to know it's a trap!”

“You would think that.“ Kiara scoffed as she turned aside as thing suddenly went south again just when Twilight was getting her not to take the bait for an obvious trap.

“So close.” Spike voiced Twilight’s mind there.

“Kiara, you can't trust Mzingo. Or Janja!” Kion insisted against meeting with them as he intercepts her.

“You just can't stand the thought that I might be right. Like with the bees.” Kiara returned thinking his pride is still stung by what happened yesterday.

“But this is completely different. You don't know Janja like I do. I've had to run him off so many times.” Kion further urged his sister to listen to him.

“Maybe that's why he came to me.” Kiara immediately cut him off before he could continue.

“So close.” Twilight could only start to tear up seeing this heartbreaking display.

“Now that I'm queen, he knows . . .” Kiara further said as she turned her back on him as Kion cuts her off back.

“Kiara! You're not really queen.” He again dropped the bomb on her as Twilight’s heart really sank hearing that.

“I am the queen.” Kiara asserted herself with a controlled tone at that remark. And I'll do what I think is best for the Pride Lands.”

At that moment, Twilight couldn’t take it anymore as she explodes with tears falling from her eyes.

“Stop it!” She screamed as both the two are startled by her sudden outburst. “Why is it so hard for you two to just get along!” She said as tears streamed from her face as she faced Kion. “Kion, when I heard from your father that Kiara was going to be queen, she got really nervous and stressed out at being suddenly thrusted into power, and felt worried she might mess it up and disappoint her father who is really counting on her to keep the peace while he is away. Even if it’s only for the next day she is still queen and someday will be the next queen in charge of the Pride Lands, she is still a new learning leader who really needed guidance. That is why I have been spending more time with her recently in case you’ve been thinking she was getting in the way of my responsibilities as leader of the Guard.” She then turned to Kiara. “And as for you Kiara, I know that you and Kion don’t agree with each other all of the time but I too have crossed paths with Janja and his clan and he really is just trying to bait you into a trap so please don’t go into the Outlands.“ She then further spiraled as she then addressed both siblings looking very shocked seeing this very emotional side of her. “You two are brother and sister, you both see each other almost every day, you both live together, you are both lucky you both share all of these wonderful things where you two could bond more. So if you both so much as care for each other, just make up and get along because I am sick of being caught in the middle of your ridiculous arguments!”

Twilight then ran off crying unable to even see them argue anymore as she leaves Pride Rock as Spike desperately and futilely reaches a hand out in her direction to get her to come back before approaching the two with a look of disappointment and disgust.

“I’m going to make sure she doesn’t die of a panic attack and a broken heart out there because Twilight is like an older sister and mother to me and that’s what family does for each other even during our ups and downs, not that you two would and should know.” Spike scolded to the two before running out after her with a shout in her direction. “Twilight! Wait!”

“If you're serious about this, you're on your own.” Kion then said seriously to his sister as he left the den too leaving Kiara alone.

“Argh. Brothers.” Kiara said as she turned away in annoyance.

“I can't believe it. What is she thinking?” Kion grumbled to himself as Mufusa’s spirit appears from the clouds before him.

“Kion. Something's troubling you.“ His grandfather addressed him in a concerned tone.

“It's Kiara, Grandfather.” Kion reluctantly confessed with a sigh. “She doesn't know what she's getting herself into.”

“Kion. Kiara is your sister. And for now, she is your queen. And as your queen and sister, she needs your support.” He said in an urging manner for him not to turn his back on her.

“Even if she's wrong?”

“Especially if she's wrong.”

“Hmm.” Kion thought about it for a moment then smiled as he had a look of realization after listening to what he needed to hear. “Thank you, Grandfather.” Mufusa smiled before disappearing. “Twilight’s right. I better go talk to her. “ He said to himself as he went back to Pride Rock.

At the same time, Twilight has retreated to Flat Ridge Rock where she could sob her heart out from all of the stress she had to deal with.

“Twilight…” Spike called out to her as he caught up with her.

“Leave me be, Spike.” Twilight cried as she sit sat not looking back.

“But, Twilight, it will be okay.” Spike again attempted to assure her. “Like you said they just need time to cool down and come to realize they were both wrong in the end.”

“Thanks, Spike.” She sarcastically returned with her back still turned. “That is making me so much better.”

“I’m serious!” Spike pleaded with her as he got up in her face to get her to look at him. “Their relationship is not like with Mufusa and Scar or Celestia and Luna and I’m sure if one of them is here they would tell you that and they would encourage you to keeping trying to look after them.”

“Indeed they would.” Celestia’s voice spoke through as she appeared before them through a personal portal she conjured up.

“Princess Celestia.” Twlight stammered in surprise. “What are you doing here?”

“I’m here to tell what Spike just said and how you been trying to keep the two from spiraling out of control with their recent troubles.” She replied with a comforting wing on the back of her shoulder.

“Then I guess you already know of how much success I am having with it.” She somewhat bitterly remarked as her tear flow has calmed down now though the tears that are forming are still shown that they are about to come out.

“Twilight, I know things haven’t gone smoothly these past few days with them but they are still brother and sister and they still need the push in the right direction.” She advised her faithful student. “Even when they don’t want to see each other at the moment.”

“I’ve been trying, and I have even flat out told them to just get along while they can still see each other instead of wasting it.” Twilight still felt upset and unconvinced.

“Twilight…” Celestia then spoke as she sensed the real reason of why she is getting very emotional about their sibling tension. “Is it because of what happened to me and Luna or Mufusa and Scar?”

“No.”

“Or are talking about you and Shining Armor.” Spike asked.

“Yes. I really miss him too and even if we hardly see each other anymore and never had a fight before in our lives together I can’t bear the thought of actually losing him.” Twilight confirmed as she faced both Spike and Celestia.

“So that’s why you got really emotional back there.” Spike figured now learning why she reacted the way she did.

“Yes.” Twilight replied as she looked down with a sad expression as a single tear falls from her eye.

“It will be okay, Twilight.” Celestia encouraged her. “You two will meet soon enough and as for Kiara and Kion I’m sure they come to see they can’t be mad at each other forever.”

“True.”

“Even if one of them gets sent away to the moon for a thousand years, they will still love each other. Like me and Luna,” Celestia added as she related to their plight. She said as she looked up at the sky towards the sun.

“That must have been tough.” Twilight said in sympathy.

“It was. Even after a thousand years I have really missed her since the day I had to send her away.” She said in sadness and relief. “But thanks to you and your friends we are now friends again.” She added with a grateful smile.

“Thanks.” Twilight thanked her with a warm hug to which she kindly returned and then something in the Outlands.

“Kiara!” She said as noticed her making her way to Broken Rock.

“Is she going in alone?” Spike asked in confusion as the three got a good look at her.

“I gotta go help her!” Twilight said with determination as she prepared run after her.

“Twilight, wait!” The baby dragon spoke to stop her. “Can I come too? I really want to be able join in on where the action is.” He said as eagerly cracked his knuckles ready for a fight.

“Of course!” Twilight replied not wanting to argue of the offered assistance as Spike climbed onto her back. “Let’s go!”

Twilight ran as fast as she could to catch up with her as Celestia flies down and ducks from behind the rock around the corner of Broken Rock as Twilight does the same.

At Kilio Valley, the elephants have now gathered in a circle together, as Simba appears in front of the crowd while Nala sits herself beside a young baby elephant while still looking nervous about how now is the time to deliver his eulogy.

“And now, His Majesty the King will say a few words about my father.” Ma Tembo, Aminifu’s daughter then announced to everyone.

“The king? Simba?” One of the elephants murmured in astonishment.

“His Majesty.”

“You can do this, sire.” Zazu who was standing beside him confidently assured him as he took a deep breath to recompose himself before delivering his tribute.

“I knew Aminifu a long time. And now that he has completed his journey though the Circle of Life, I will remember him fondly.” Simba solemnly recalled as the elephants delivered a mournful trumpet together. “Because, as you elephants say, "Eihe kaka pano tou."

“Oh.” Zazu uttered in shock with his suddenly opened eyes as Simba felt sure he said it right as many of the elephants suddenly register shocked and surprised looks and gasps at what he had just said while Nala looks worried seeing this and feeling he might have said something that insulted them.

“Did I say he had good on him?” Simba asked Zazu in a whisper wondering what exactly he just said after seeing their reactions to his Elephantese.

“I'm not sure, sire…” Zazu nervously replied as he raised a wing to whisper back. “…but I think you just said he had poop on him.“ He cleared his throat while resisting the urge to laugh.

“I said what?” Simba shouted in shock as he looks at Ma Tembo who initially seems like she is offended by his words until she then chuckled and laughed in amusement.

All of the other elephants joined in on the laughter as Nala smiles seeing that they are taking his accidental mistake in stride as Simba smiles in relive seeing that they are not mad at him while the royal couple look upon each other upon seeing that everyone is okay.

“It's true.“ She chuckled. “He always did have poop on him. And it always made us laugh. He always made us laugh. It's nice to remember the good times. Thank you, Your Highness.” She then said as she wrapped her trunk around him.

“Well, he had good on him, too.” He added.

“He did. He truly had good on him.” Ma Tembo said in agreement before adding. “But more poop.”

As everyone laughed together even Simba joined in as he too found it funny.

In the Outlands, Kiara has made her way to Broken Rock with Twilight, Spike, and Celestia all hiding from the nearby rocks as they are all on the lookout for hyenas with no way of knowing when they will pop up and appear.

“Hello? Hello?” Kiara called out as she starts to regret coming alone.

“Queen Kiara.” Janja greeted as he poked his head from the crack of the rock before approaching her. “Welcome. I'm so happy you considered my proposal. And you came alone. Very smart. We can work out our deal, leader to leader. Just the two of us. More or less.” He then sinsterly added.

As Kiara looks around she sees the eyes of his pack appearing from their hiding spots.

“I think I just re-considered your proposal.” Kiara politely tried to excuse herself as she tried to run away only to be cut off by Cheezi and Chungu.

“Going so soon? But you're to be our guest. Soon as Simba hears I have his daughter, he'll have no choice but to turn over the Pride Lands to me.“ He then slurped mid-sentence with an implied death threat. “Or else!”

“Or else!” Cheezi repeated as Kiara suddenly realizes that her brother was right and that she had just realized the severity of her mistake coming alone as the entire clan circles around her.

As the rest of the Guard approaches the border, Ono uses his eye scan to spot out the scene.

“Hapana! Kiara's at Broken Rock! And she's surrounded by hyenas!” Ono reported.

”Follow me!” Kion urgently sprinted ahead in order to save his sister.

At Broken Rock, Twilight seeing this decides to take action as she zaps one the hyenas about to leap on her with her magic as Kiara dodges the other hyena attempting to attack her as Twilight charges at Janja with a blast of magic to the face to knock him back as Spike leaps off and slides under another hyena attempting to attack Kiara to make him lose his balance and trip over.

“Back off Janja!” Twilight warned him.

“Nice moves.” Janja complimented as he got up ready to pounce on Kiara again. “Too bad you're out here all on your own.”

“Get away from the queen!” Kion shouted as he tackled Janja and kicked him off to keep him away from his sister.

“Kion! Twilight! You're both here?” Kiara said very glad and pleased they both showed up to help her more than ever.

“Of course!“ Kion positively replied.

“We got your back!” Twilight added as the hyenas are still ready to fight.

“Aw, ain't this a touching family reunion.” Janja mocking commented. “And brother and sister have brought together the cute purple unicorn along with a little baby dragon.”

Twilight simply glared at him with her flaring horn as Spike growled as he got ready to charge at them.

“Hey, you said these two were fighting, Janja.” Cheezi questioned of why the two lions aren’t against each other.

“Oh, we can fight, all right.” Kion returned as she and Kiara took fighting stances too.

“Think you can take us on?”

“Six on four? I'll take those odds.” Janja accepted the challenge as he and his clan got ready to fight them thinking they can take two lion cubs, a small dragon, and a unicorn.

Twilight kick-started the fight by conjuring her magic to create a small shockwave to force them all back knocking them aside to nearby rocks.

Kiara faced off against the two hyenas trying to double team her to which she counter-attacked by charging at the one on her left before kicking away the hyena trying to attack from behind on her right.

Spike himself finds himself face to face with one hyena who looks pretty smug and confident that he can a little baby dragon by himself as he charges at him to which he effortlessly dodges him by ducking just as he was jumping. The hyena tumbled as the two flipped back to face each other. Spike chuckled at the hyena’s stupidity for underestimating him. The hyena growled and charged at him to which is met with a blast of magic to knock him out from Twilight.

Twilight then focused her magic on Cheezi and Chungu who both charged at her at the same time but they were both hoisted in the air, tossed around in circles, then knocked out after having them headbutt each other just as Kion knocks Janja back against Broken Rock before crashing back down on the ground.

Janja looks up and sees Kion and Twilight both glaring down on him and his defeated clan. Even when outnumbered the four are more capable and powerful than them.

“Time for you and your buddies to get going unless you want make things worse for yourselves.” Twilight warned him to leave as she still has her horn flared with Kion, Kiara, and Spike all still standing together ready to keep fighting as the rest of the Guard shows up to back them up.

“Twende Kiboko!” Beshte shouted as he appeared behind the four.

“Till the Pride Lands' end...” Kion started their battle cry.

“Lion Guard defend!” Kiara finished.

“Forget it!” Janja immediately backed down as he and his clan ran for the hills knowing that this is now a losing battle.

“Janja, Janja! Wait for us!” Cheezi called out to the fear filled leader cowering as the entire clan follows suit with scared whimpering.

“Yeah, run away you cowards!” Rainbow shouted in their direction.

“Ha, ha, ha, ha! Look at them run!” Pinkie laughed at them.

“Thanks, guys.” Kiara gratefully thanked everyone for coming out to save her. “Especially you three.” She said towards the one’s who fought alongside with her before turning to say something to her brother. “And Kion, you were right about never trusting Janja.”

“Hey, I can hear you.” Janja called out as he climbs up the cliff as he retreats which is met with nearly getting blasted in the face by Twilight’s magic leaving a scorch mark on the mountain just nearly burning the hyena while missing him by a hair literally. “Yikes! Never mind! Never mind!”

“Keep moving!” She barked at him to which he immediately scrambled up the cliff to avoid getting struck by the unicorn in charge.

“I should've listened to you about the bees.” Kion returned with an apology to give to her too.

“Oh, sure. Now he admits it!” Ono voiced his annoyance that it took him this long for him to say it yet finds his beak suddenly covered by Fluttershy.

“Shh! Just let them have their moment please?” Fluttershy pleaded with him and insisted that now is not the time to be making that sarcastic remark.

“Having said that Twilight…” Kion then added as he turned to the unicorn that helped them all the way through with another apology he owes. “…I’m sorry I didn’t listen to you earlier. I was so used to you hanging out with me that combined with Kiara being queen even for a few days along with you being quick to help her that I thought you suddenly decided you wanted to spend time with her just because she is now queen.”

“I’m sorry too, Twilight.” Kiara added just as ashamed of herself as Kion. “For not listening to you when all you were trying to do was help us get along more.”

“It’s okay.” Twilight holds no ill feeling towards them. “You both were just frustrated with each other. I mean sure there are times like helping Kiara out that I will need to step aside from my duties to the Guard but that doesn’t mean I won’t be around to help when needed the most. And sometimes no one is right all of the time. Not even Princess Celestia.”

“Wisely said, my faithful student.” Celestia said as she appeared before them.

“Princess Celestia!” Twilight returned in surprise as everyone bows before her. “I didn’t mean to…”

“It’s okay, Twilight.” Celestia took no offense to what she had just said as she gestures them to all rise. “Not everyone is perfect or immune to mistakes not even me in regards to what happened to my sister.”

“Does this mean you are going to tell Mom and Dad about this?” Kiara nervously asked.

“I don’t see why I should.” The white alicorn replied. “No harm done here. You’re safe so is everything here in the Pride Lands. So I’d say you handled things pretty well for your first time as queen.”

“Thanks.” Kiara thanked as she placed a wing over her back for an embrace while pulling Kion and Twilight in too. “And I did have great support along the way.” She said as she turned her brother and the alicorn’s pupil.

“I won’t tell if you won’t.” Celestia replied with a wink as the black-cloaked figure watches on from the shadows with narrowed eyes as he had watched the whole scene as well Kion and Kiara’s fight scenes along with Twilight’s emotional talk with the Princess before quickly leaving the scene before he could be spotted.

“Best mission of my life.” Spike said to himself feeling pleased he helped the three defeat the hyenas and save Kiara.

The next day, both the king and queen along with the royal advisor have all returned to the Pride Lands.

“Mom! Dad!” Kiara greeted them as they arrived

“Welcome back!” Kion greeted them as Twilight and Spike appear from behind along with Princess Celestia.

“How'd your tribute go?” Kiara asked her father.

“It went... It went...“ Simba replied while hesitating to tell the truth.

“Everything turned out fine.” His mate finished for him. “How did ruling the Pride Lands go?”

“Ruling the Pride Lands? It went...” Kiara also hesitated to tell the truth as well.

“Any trouble?” Her father asked.

“Well, uh...”

“Yeah, but it wasn't anything Kiara couldn't handle.” Her brother answered for her. “I'm sure she's gonna be a great queen. Someday!”

Twilight and Spike smile seeing this as well as Princess Celestia who shares a few words with the king.

“Indeed she will.” Celestia said in agreement while slyly smiling at Twilight with ideas of her own for her.

“Thanks, Kion.” Kiara thanked with a relived sigh.

“I never had any doubt.” Simba voiced his faith in his daughter as Celestia winks at him that everything turned out well in the end just as Pinkie randomly showed up.

“Hello everyone.” She greeted the surprised party. “Who want’s honey crisp squares.”

“Oh, don’t mind if I do!” Spike eagerly jumped at the opportunity and took a whole handful. “What?” He asked at everyone giving him looks from confused looks of the royalty family and the annoyed glare from Twilight. “You really should try them.”

“Eh, why not.” Twilight responded with a shrug as everyone helps themselves to one as the unicorn munches on the gooey glazed treat. “Wow! These are very good!”

As everyone delights in the honey crisp squares, Twilight felt pleased as she writes herself of the friendship lesson she had just learned through the whole ordeal for Princess Celestia to add on to her collection feeling satisfied that things worked out in the end.

Author's Notes:

For Episode Number Seven, we have arrived and read the most emotional episode I have written in this crossover so far as poor Twilight finds herself in the middle of Kion and Kiara's fraying sibling relationship when the latter becomes queen while Simba and Nala are away.

Before I get in to that I'll start by adding that Princess Celestia has been monitoring what has been going on since it has been widely criticized that Simba actually entrusts a pre-teen child to run the kingdom who has by the way been helping Simba and Twilight her own way being around to give advice when needed while watching the scene unfold from afar.

As for the main plot, Twilight along with Spike who came along to join in on the Guard's patrol for the first time agreed to help Kiara out by assisting her when she is promoted as queen in the king and queen's absence. But of course even with Twilight's best efforts it did little to ease things leading to her emotional outburst when it hit's her breaking point. The reason for that is because of course it reminds her of her more successful yet increasingly distant relationship with her brother to which she fears of happening.

Spike himself finally gets in on his first rescue mission with the guard as he, Twilight, and Kion come to Kiara's rescue and defeat Janja and his hyenas when they try to kidnap her for ransom to which was a personal choice to give the episode's climax a more action sequence while the shadowy cloaked figure has been secretly monitoring the sibling tension from the sidelines.

That being said of who this guy is, it' something who's identity is to remain a mystery for the time being.

Next up will be two more MLP episodes starting with "Dragonshy." where the Guard goes up against a snoring dragon spewing toxic smoke all over Ponyville followed by "Look Before You Sleep."

Episode 8: Dragonshy

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Episode 8:

Dragonshy

At Fluttershy’s cottage, both Fluttershy and Ono are both feeding the animals residing at her home. Fluttershy helps feed the ferrets by tossing them fish in their home under the little arch bridge with a small dock leading up to their entrance. Ono himself feeds the birds with worms which wasn’t too difficult for him considering he is a bird who eats them.

“Not too fast now, Angel Bunny. You don't wanna get a tummy ache.“ Fluttershy gently said as she flew to Angel Bunny who was trying to shove as much of his carrot into his mouth before deciding he’s done after his big bite while dropping the carrot while clapping the crumbs off of her paws. “You really should eat more than that, don't you think?” She insisted as Angel hops off on her own.

“Apparently, he doesn’t think that.” Ono dully noted in annoyance as he tried to rush over to force him to eat it at least until Fluttershy immediately stopped him with a hoof on his chest.

“Let me handle this.” Fluttershy gently insisted before intercepting him. “It's not play time yet. I know you want to run, but... just three more bites.” He shook his head and turned away still refusing with closed eyes. “Two more bites?” He shook his head again. “One more bite? Pretty please?” She tried again with a very pleading look as she leans in close to him while pushing the carrot right in front of him. And even with the sweet buttery kindness, he is still adamant on not wanting more of his carrot as he kicked it away and hopped off leaving the meek peagsus sighing in disappointment.

“And that’s where I draw the line.” Ono said now feeling serious about wanting that stubborn bunny to just eat his dang carrot for his owner’s sake but surprisingly he stopped before he could get far. “What?”

“Oh, goodness. Are you okay?” Fluttershy asked the bunny who is now starting to cough. ”Are you coughing because there's a carrot stuck in your throat?” She guessed as Angel started to get frustrated as if he is trying to tell her something. “Because you need some water?” He then coughed loudly as the annoyed egret looked up and then reacted in shock upon seeing black smoke coming from the mountains all the way over in Ponyville’s direction.

“Hapana!” Ono shouted. “Because of that giant cloud of scary black smoke?” He answered as Angel whacked him in the head with a carrot. “Ow! What the hay was that for?!”

Angel just simply glared at him with a very unimpressed look.

“I take that as a yes.” Fluttershy replied.

“Rude!” Ono irritably replied at the bunny having the urge to give him a piece of his mind but had others things to worry about at the moment.

“We have to warn everyone!” Ono then urgently said as she and Fluttershy flew to town with Ono flying ahead of Fluttershy. “I’m going to warn Kion and Twilight! You take care of warning everypony!”

“Will do.” Fluttershy softly returned as she made her into town to meet up with the other ponies who are casually spending time in the park like nothing is wrong.

“Help. Help! Please? Help? There's- there's a horrible cloud of smoke.” She tried to warn everyone but unfortunately her voice is too soft for anyone to listen to her and to be taken seriously. “It's headed this way and-“

At that moment a ball flashed over her along with a rainbow, it was Rainbow Dash bouncing a ball on her head.

“Don't be such a scaredy-pony. It's just me, future Equestria ball-bouncing record holder.” Rainbow told her as she continued focused on balancing the ball on her head. “Three forty six, three forty seven...”

“This calls for a celebration!” Pinkie shouted as she has been watching Rainbow.

“Oh, no, Pinkie Pie, this is no time for celebration. This is a time for panic, for-“ Fluttershy tried to tell them but her soft voice makes it harder for her to be listened to.

“Ooo! I'm going to need balloons! One for every pony in Ponyville!” Pinkie interrupted not paying attention to the soft spoken peagsus as she bounced off ahead.

“There's- there's smoke. And- and where there's smoke, there's fire. And-“ Fluttershy said still trying to warn her while following her.

“Let's see, that's one, two, three, four...” Pinkie then focused on every pony in park.

“Three hundred fifty four...” Rainbow Dash counted.

“Five, six...” Pinkie counted while talking over Rainbow’s counting.

“Three hundred fifty five, no, wait...” Rainbow then lost count because of the party pony.

“Seven.” Pinkie counted while poking Rainbow Dash making her drop the ball.

“Pinkie Pie! Now I have to start over.” Rainbow replied now annoyed with her interference.

“We're all going to have to start over, in a new village. 'Cause ours is gonna be-“ Fluttershy still tried to tell them but was still unable to get her voice heard as Rainbow flies off with Pinkie following after her.

“Hey, Rainbow Dash, wait up!” Pinkie shouted in her direction.

“Oh, please, this is an emergency. I-I need everypony to-“

“Listen up!” Twilight shouted to get everyone’s attention who along with Kion and Ono appear beside with Spike riding on the unicorn’s back. “Smoke is spreading over all of Equestria.”

“What? Oh no! That's awful!” The ponies then finally said and exclaimed as they finally see it from behind.

“That's what I've been trying to-“ Fluttershy tried to talk.

“But don't worry…“ Twilight continued. “I've just received a letter from Princess Celestia informing me that it is not coming from a fire.”

“Oh, thank goodness.” Fluttershy said in relief.

“It's coming from a dragon.” Twilight finished to which everyone and especially Fluttershy gasps in shock.

“So everyone please remain calm!” Kion addressed the crowd. “Stay in your homes until further notice!” As the crowd does so he then approaches Fluttershy upon noticing she is here. “Fluttershy! Let’s get going back to the library so we can regroup with the rest of the Guard!”

Kion, Fluttershy, Ono, Spike, and Twilight all made their way back to the unicorn’s library where the others are also inside waiting for them as Twilight then wastes no time flipping through the pages through a book.

“What in the name of all things cinnamon swirled is a full-grown dragon doing here in Equestria?” Applejack asked.

“Sleeping.” Twilight briefly answered.

“Huh?” Everyone but Kion and Ono said together.

“According to Princess Celestia along with Ono’s report, he's taking a nap. His snoring is what's causing all this smoke.” She explained as she packed her books into her saddle bag.

“He should really see a doctor. That doesn't sound healthy at all.” Pinkie commented.

“Says the pony who eats sweets and treats all the time?” Fuli felt the need to snark with a raised eyebrow.

“Hey.” Pinkie said in light offense as she pouted a little to say she doesn’t eat sweets all the time. “At least I’m not causing a panic here.”

“Well, at least he's not snoring fire. What are we meant to do about it?” Rarity then replied moving on from that little spat.

“I'll tell you what we're meant to do. Give him the boot.” Rainbow replied while flying mid-air. “Take that. And that!” She announced as she knocked and kicked Twilight’s statue with the unicorn using her magic to keep it from falling. When Rainbow moved to do it again Twilight levitated it out of the way causing the blue mare to crash into a pile of books.

“We need to encourage him to take a nap somewhere else.” Twilight sternly replied to make her point while specifically discouraging Rainbow against doing anything rash. “And that includes you too, Bunga.” She added in the honey badger’s direction to make sure that includes him too.

“Aw, come on Twilight. You know I wouldn’t do something like that.” Bunga brushed it off while trying to play it cool as everyone looks at him just unconvinced considering his past antics including his short-lived quick-fix plan.

“Princess Celestia has given us this mission, and we must not fail. If we do, Equestria will be covered in smoke for the next one hundred years.” Twilight continued.

Fluttershy gasped hearing this.

“Hmph. Talk about getting your beauty sleep.” Rarity voiced her thoughts.

“No kidding.” Kion said in agreement as Twilight puts on her saddle-bag.

“All right everypony, I need you to gather supplies quickly. We've got a long journey ahead of us. Let's meet back here in less than an hour.” She instructed everyone as Kion takes a turn speaking up.

“Oh, one more thing. Due to the state of emergency the portal to the Pride Lands both my dad and the princess closed ituntil further notice.” Kion reminded everyone. “So we are all in this together for the safety of everyone there.”

“You got, Kion.” Beshte returned.

“Okay, girls and boys, you heard her. The fate of Equestria is in our hooves.” Rainbow confidently as she leaned in close with her hooves wrapped around Pinkie and Rarity.

“So do we have what it takes?” Bunga also joined in on the motivational cheer as he, Applejack, Pinkie Pie, and Rarity all cheer in agreement while the others just look ready to do whatever it takes to resolve this as they all head out.

“Um, actually...” Fluttershy tried to speak as the rest of the Guard prepare to follow their best buds to gather supplies together while they have took notice of.

“Everything okay, Fluttershy.” Kion asked as Twilight already has gotten focused on her research in preparation for their task.

“Oh everything’s fine, Kion.” She shyly answered. “But the truth is I really don’t want to go.”

“What?” Bunga said in shock as he got right in her face while pressing her cheeks together. “Why not?”

Twilight having heard that snapped from her focus of her studies as she joined them while pulling Bunga aside with her magic.

“Because I’m…I’m…” The peagsus hesitated and stammered in her response.

“Are you afraid of dragons.” Beshte asked having a good feel of what she is trying to say.

“Mmm-hmm.” She meekly replied unable to utter a word as everyone lets this sink in.

“But you’re an animal lover.” Bunga tried to counter first. “How can you be scared of dragons just because they are big, loud, huge, and terrifying to the point they can eat ponies at the flick of the wrist.” He further went while terrifying her to the point she is backed up against the way.

“Because that’s exactly why!” She cried out as she buried herself to the ground as everyone glared at Bunga for making her cry again.

“Can’t you go one day without making her cry?” Fuli scolded him as she pulled him away from the sobbing mare. “You know how sensitive she is.”

“But why would she be?” Bunga said unable to comprehend why it bothers her.

“Because she is just afraid of them and no matter how much of an animal lover she is, everyone has their own fears.” Kion answered while sternly eyeing him that it includes and extends to the Lion Guard’s Bravest.

“Not everyone is immune to having fears.” Ono added and considering how huge they are I don’t blame her for getting scared.” Ono then shuddered at the thought too. “Come to think of it, I don’t know if I want to go either.”

“Oh, Ono, not you too!” Bunga complained as Fuli just groaned in annoyance.

“Bunga please stop!” Fuli just said as she tried to keep her patience with him under control.

“Just go help Pinkie get ready.” Kion said while raising a paw towards the door.

“You got on, Kion!” Bunga immediately did so and ran out the door.

“We’ll deal with that later.” Kion explained to everyone who didn’t argue in the slightest to that call. “Then we’ll have another talk about his behavior.”

“It’s okay.” Beshte comforted both Fluttershy and Ono. “There’s nothing to be ashamed of. If you both don’t feel comfortable with going then you don’t have to go.”

“Hold on, Beshte.” Twilight had a say in it to remind the hippo. “That is something for the leaders of the Guard to decide. Kion, a word please.” She then motioned the lion to lean in for a private conversation as she pulled him aside. “They have to come. We need our animal expert and the Keenest the Sight for this mission.”

“I know, but I don’t want to force it on them and have them feel obliged to do it.” Kion whispered back with a valid argument.

“Yeah, but as you said we are a team and we need everyone to play their part if we want to have any success of getting that dragon to stop snoring smoke all over Equestria for the next hundred years.” Twilight counter-argued. “I mean it’s not like you can just roar him away.” She also pointed out that said dragon is too huge to be blown away to which Kion also acknowledged.

“Yes, but think maybe we can just at least have them accompany us and just watch. I mean, I understand what you’re saying but I still think we shouldn’t force it upon them if they don’t want to face off against the dragon.” Kion reasonably asked of the mare for a compromise.

Twilight thought for a moment while breathing through her nose deep in thought before answering.

“All right.” She whispered her decision before they turned back to their two terrified friends. “Fluttershy, Ono. You two don’t have the face the dragon if you don’t want too…” Twilight began as the two sighed in relief. “…But we still need you two to come with us to the mountains.” The two then had their brief and hopeful relief cut short.

“Oh my.” Fluttershy whimpered.

“Hapana.” Ono recoiled as Kion addressed them.

“Don’t worry.” He assured them. “All you two will be doing is watching over and helping us when we need it. And I promise that everything will be fine in the end. Okay?”

“Okay?” The timid duo replied as they set out to get ready for their journey as the others caught with the others.

Fuli would catch up with Rainbow Dash as she placed rainbow face paint on her cheeks as she prepared for battle.

“Raaah!” She said as Fuli chuckled seeing this as she and Fuli posed together for a photo op as Rainbow pulled out a camera.

Beshte would catch up with Applejack as her family packed up her saddlebag filled with refreshments as the farm pony posed for a photo up on top of the hippo.

“Yaaa!” She said as Beshte smiled in delight at her ready for the challenge pose.

At Sugarcube Corner, both came out with bags to carry while wearing red sunglasses as the party pony’s bag had balloons pop out of her bag to which the two giggled at for a second before they both got serious and adopted fighting poses as Bunga held up the camera.

“Oh, I mean, grrr!” Pinkie said as she raised her hooves up.

Rarity had her home and business carried forward her packed saddle-bag while wearing a camouflage hard-hat until she got a good look at herself in the mirror with it.

“Ewww!“ She said as she quickly traded her hard-hat with camoflauge sunhat fitting for her girly nature. “Much better. Onward!” She said as she poised for battle with a good pic of herself.

Fluttershy came out of her cottage along with Ono wearing pillows and helmets as they both yelped at the door shutting after them.

“Let's go!” Everyone but Fluttershy and Ono said together before regrouping with Twilight and Kion in front of the library.

“Um…” Fluttershy started.

”…Let's not?” Ono finished as they reluctantly followed suit.

They all lined up side by side as Twilight paces in front of the girls as Kion stands by her side with his travel bag ready to go equipped with the cargo hat Rarity initially wore.

“All right girls and boys, listen up. I'm mapping out the fastest route, but we've all got to keep a good pace if we expect to make it up the mountain by nightfall.” Twilight announced to everyone.

“M-m-mountain?” Fluttershy stuttered as Ono nervously gulped.

“The dragon is in that cave at the very top.” Twilight said as she pointed to said area.

“Looks pretty cold up there.” Applejack commented.

“You bet it is. The higher you go, the chillier it gets.” Rainbow explained.

“Good thing I brought my scarf.” Rarity brought up as she unpacked her scarf and wrapped it around her neck.

“Ooo! Pretty!” Pinkie commented as she observed the scarf.

“Heh, oh yeah. That'll keep you nice and cozy.” Rainbow sarcastically commented.

“I know right.” Fuli snorted a chuckle out of them as the unicorn ignores her and Rainbow’s laughter while Fluttershy gulps at the sight of terror before her eyes as she moves to speak with Twilight as she looks at her map while Kion looks over her shoulder.

“Um, excuse me, Twilight?” Fluttershy tried to speak with her.

“Uh-huh. Well, we could go this way.” Twilight spoke with Kion not noticing Fluttershy.

“But if I could just have a second...”

“Uh-huh. No, we want to avoid that.” Kion added his input before noticing Fluttershy behind them. “Hold that thought.“ He politely said as they turned to Fluttershy. “What’s up, Fluttershy.”

“Are you sure you both really need me to come along?” She asked still uncomfortable with going. “Because I really don’t mind staying here in Ponyville.”

“Of course!” Twilight replied. “Your way with wild animals will surely come in handy.”

“And like I said you won’t have to deal with him if you don’t want to.” Kion again assured her.

“I know but what about my furry friends in the meadow?” Fluttershy brought up.

“Not to worry. Spike's got it covered while you're gone.” Twilight explained as Spike appeared with her critter friends.

“You can count on me!” Spike vowed for her as Angel thumped on his head to which the critters all scurried away in four separate directions. “Hey! Hey! Wait!” He called out to them as he chased after them.

Fluttershy still isn’t feeling any better even with her friend’s best efforts to help her through this as Rainbow flies over to the two leaders.

“Are you sure you want Fluttershy to come along? I mean, that pony's afraid of her own shadow. She's just going to slow us down.” Rainbow asked them as she pointed to the girl ducking inside the nearby bush upon seeing her own shadow.

“Oh, she's just a little nervous.” Twilight responded. “Once we get going, I'm sure she'll be fine.”

“And we already discussed it and let her know that she just has to accompany us and nothing more.” Kion added as Twilight gets everyone’s attention again.

“All right girls and boys, move out!” Twilight confidently declared as she and Kion lead the way to the mountain.

“To Equestria’s end…” Kion began.

“Pony Guard defend!” The rest of the Guard minus Twilight and Fluttershy declared as they approached the latter.

“But... but...!” She stammered in slight protest before she finds herself carried by her friends and screaming as she is lifted up on their way to the mountain.

Together the Mane Six and the Lion Guard all made their way towards the mountain and by the time they got in front of the mountain they head loud snoring from the dragon at the top to which Fluttershy and Ono duck behind their friends after hearing it.

“Whoa. What was that?” Rainbow Dash asked.

“That is what it sounds like when a dragon snores.” Twilight answered.

“It- it's so... high!” Fluttershy exclaimed in fright as she peaked her head upward.

“Well, it is a mountain. I'm going to fly up there and check it out!” Rainbow said as she seeked to get a head start in flying to the top, only for Applejack to stop her by gripping her tail with her teeth. “Wah!”

“Hold on, now. I think we should all go up together. Safety in numbers and all.” Applejack reasoned with her as she has taken Kion’s point of teamwork into heart as the lion nods his head in agreement.

“Agreed.” Kion stamped his decision on the matter.

“Oh, all right.” Rainbow reluctantly obliged with crossed arms as she carried the same expression and matching posture as she slowly flies her way up along with Ono who presses forward despite his fear of dragons.

Since the hill is too steep for Beshte and Fuli to climb, Twilight used her magic to slide them a platform for them to ride them as Kion climbs his way up the mountain while carrying Bunga on his back.

“I hear the only thing that sparkles more than a dragon's scales are the jewels they use to build their nests. Ooo, if I play my cards right, I might be able to convince him to part with a few!” Rarity pondered ideas in her head.

“Welcome to my cave, Rarity. Care for a diamond?” Pinkie imitated a dragon complete with a roar to which everyone but Twilight, Kion, and Fuli shared a good laugh over.

“Girls! This is no laughing matter!” Twilight scolded them for their carefree attitude in the matter before turning to Fluttershy down below. “Fluttershy, you're the expert on wild creatures. What do you think the dragon will be like?” However there was no response. “Fluttershy?” She asked again as everyone looks down and sees that Fluttershy is still at the bottom as she pops her head out of her hiding spot.

“Hey! What are you waiting for? An invitation?” Rainbow Dash called out to her.

“Ooo, I think I have one in my bag!” Pinkie literally minded said as she pulled out a card that had confetti popping out of it which startled the blue peagsus who’s expression turned into annoyance.

“I-it's so... so... steep.” Fluttershy commented as she still whimpered.

“Well, it is a cliff. You could just, oh, I don't know, fly up here?” Rainbow said in annoyance to her timid approach.

“Rainbow Dash!” Kion scolded her.

“Come on, Fluttershy, you can do it. Flap those wings!” Pinkie encouraged her that she can keep up with them.

“Oh... okay.” Fluttershy reluctantly obliged as she did so while still whimpering in fright only to fall back down into the bush upon hearing the dragon snoring as her wings froze in fright.

“Ugh.” Rainbow complained.

“Uh, we don't have time for this.” Twilight said as Applejack pulled the map out of her bag. “What are you doing?”

“I'll need this if I'm going to take her around the mountain another way.” She answered as she skidded down the mountain towards her as Kion joins them.

“Around the mountain? That's going to take them forever.” Rainbow groaned as Fluttershy’s wings is still locked and folded in paralyzed fear.

“Don't worry, Twilight. We'll be there lickety-split.” Kion assured them as Twilight remains patient about all of this having good faith in them.

As everyone stands by waiting for Applejack and Kion to help Fluttershy up, Twilight, Rainbow, and Fuli pace around, while Pinkie and Bunga play tic-tac-toe, as Rarity watches while bored as everyone as well, while Beshte and Ono just watch from a distance.

By the time the two had finished their game both Kion and Applejack arrived with the still terrified and paralyzed peagsus in tow literally.

“Whoo-hoo! I win again!” Pinkie cheerfully declared.

“Ugh. That's thirty-five games in a row.” Rarity said in response. “Best of seventy-one?”

“We. Made. It.” Applejack announced as she and Kion caught their breath.

“Told you it was going to take them forever.” Rainbow whispered to Twilight while floating upside down.

Nevertheless, with everyone regrouped, they pressed forward with the journey together as Twilight leads the way as everyone follows after her as they had already passed through the very steep and unclimbable parts of the mountain.

They stopped once they reached the edge of a cliff to where they have to jump across it.

First Rainbow flew over it along with Ono next, followed by Twilight, Kion, Rarity, Fuli, Applejack, Pinkie, Beshte, and Bunga all effortlessly jumping over it leaving Fluttershy the only one who has yet to cross to which Twilight simply levitates him over the ledge.

“Zuka Zama!” Bunga cried as he leaped over.

“Your turn, Fluttershy.” Twilight called out to her.

“But... it's so... wide.” Fluttershy trembled while clinging onto a rock nearby.

“Come on, Fluttershy, we should be much farther along by now.” Twilight tried to reason with her to push through her fears.

“You could just leap on over.” Applejack encouraged her.

“I…I don't know.” Fluttershy still hesitated with the loud dragon snores again as cowered in fright much to Twilight, Applejack, and Fuli’s dismay as they shake their heads.

“There's nothing to be afraid of.” Pinkie assured her. “It's just a hop, skip and a jump. See?” She demonstrated with ease as she leaped over.

“It's not very far

Just move your little rump

You can make it if you try with a hop, skip and jump.”

Pinkie sang as she leaped back over.

“We don't have time for this.” Twilight voiced her annoyance as Bunga joins in on the fun as Rainbow and Fuli share the same sentiment as Twilight.

“A hop, skip and jump,

Just move your little rump…”

Bunga sang along with Pinkie as they repeatedly leaped over the ledge multiple times.

“A hop, skip and jump,

“A hop skip and jump,

“A hop skip and jump!”

“O-okay. Here I go. A hop.” Fluttershy tried to work up the courage to do it.

“That's it.”

“You've got it.”

“Almost there.” Applejack, Twilight, Rarity all encouraged her.

“Skip.”

“Just don't look down.” Beshte called out as Fluttershy failed to resist looking down and yet seems like she is going to fall down yet finds herself standing in the middle of a very small crack.

“Ugh.” Rainbow and Fuli groaned as the former flies over to push while the latter along with Pinkie and Rarity pull her across.

“I guess I forgot to jump.” Fluttershy nervously smiled.

“You guess?” Fuli asked with an eye rolling remark.

“Come on, Fluttershy.” Bunga couldn’t help but comment. “You could have easily made that jump.”

Kion again glared at the honey badger to knock off the insensitive comments as she and Twilight pressed forward ahead.

“Lets just keep going.” Kion simply said as they continue forward.

“Let's keep it down.” Twilight whispered to everyone. “According to my map, we're entering an avalanche zone. The smallest peep could cause a huge rock slide.”

“An... an ava... ava...” Fluttershy stammered.

“Shhh!” Twilight hushed her as they all quietly made their way forward.

During the quiet walking Rainbow accidentally brushed a tree branch to which a couple of leaves fell on Fluttershy’s flank which ended up spooking her.

“AVALA-!” Fluttershy screamed as Applejack quickly plugged her hoof into her mouth alas a little too late as her screaming echo sparked what Twilight wanted to prevent.

“Oh no.” Fuli remarked in tone seeing of how much this is going to suck.

“Hevi kabisa!” Kion shouted.

“Avalanche!” Everyone else screamed as they all ran to evade the oncoming rockslide.

“Hapana!” Ono shouted as he scurried around to avoid getting hit.

Fuli and Rainbow run and fly around the oncoming boulders, while Pinkie, Rarity, and Bunga find themselves scattering around to avoid getting struck as Applejack leaps over boulder to boulder while saving Beshte from getting hit by them before focusing on saving Twilight who is struggling to evade the fast approaching boulders.

“Oh no! Help! Ooh!” She screamed as Applejack pushes her out of the way before the rock that landed in front of her could hit her.

Once the dust settled everyone caught their breath as they all recovered from nearly getting squashed.

“Everypony okay?” Applejack asked everyone.

“Thanks to you I am.” Twilight gratefully returned as she and Applejack shared a small nuzzle as Fluttershy pops her head out unharmed.

“Eugh. Blech.” Rarity commented on the dirt on her fur as Pinkie happily bounced to assure everyone that she is okay as the former was shaking the dirt off and onto the party pony.

“Zuka Zama! That was fun!” Bunga happily commented as he emerged from the dirt pile.

“Whoo-hoo! Let's do it again!” Pinkie said in agreement.

“Um, let’s not.” Ono returned with a disapproving look.

“Agreed.” Fuli said.

“Uh! This is why a girl always packs extra accessories.” Rarity said to herself as she pulls her scarf out and wraps it around her neck. “Oh, please tell me I brought the tiara that goes with this.” She said to herself as she looked back at her saddle-bag.

“Uh, think we got bigger problems than making sure our hair bows match our horseshoes.” Rainbow irritably pointed up the rock-slide mountain created on the pathway.

“Like this rock-slide we have to climb up now.” Fuli also added in Rarity’s direction for her more focus on her own fashion than looking at the bigger picture here.

“Sorry.” Fluttershy ashamedly apologized.

“Aw, no big whoop, sugarcube.” Applejack assured her it’s no big deal.

“Everyone knows it’s an accident.” Beshte added.

“What’s important is that everyone is okay.” Kion voiced of what really matter’s the most.

“Yeah.” Twilight added to cement she holds nothing against her. “We'll just have to climb over.” Twilight then said with a tone that is going to suck as they all proceeded to climb up the rock-slide with Twilight working her magic in giving Beshte and Fuli lift as they grunt as they climb up with Fluttershy nearly slipping to which Kion places his paws on her back to steady her footing as they all manage to make it to the other side feeling they all had endured more than a workout just by going over it.

All of this while Rainbow effortlessly flies over it with crossed arms at being constantly slowed down almost every other minute as Fluttershy ends up losing her balance on the downhill slope as she accidentally slides into Rarity, Applejack, Fuli, and Beshte as the latter controls the speed of their descent with his strength thus catching all three of them on his back as they made their way to the bottom.

“My apologies.” Rarity apologized as Rainbow pulled her off of the accidental dog-pile.

“Not your fault.” Rainbow returned as she still gives Fluttershy the stink-eye as she can only whimper in shame.

“Don’t worry, Fluttershy.” Beshte kindly holds nothing against her as Rainbow flies over to Twilight. “Everyone knows you didn’t mean to cause that rockslide.”

“Still think it was a good idea to bring Fluttershy along?” Rainbow again asked Twilight and Kion as the former looks at her map before putting it away.

“We're about to find out. We're here.” She answered as they approach the cave the dragon is sleeping in before giving everyone their instructions.

“Rainbow Dash, you'll use your wings to clear the smoke.” Twilight softly whispered to her.

“Mm-hmm.” She said as she immediately flew up to do so.

“Rarity, Beshte, and Pinkie Pie, you'll create a diversion to distract the dragon if things get a little hairy in there.” Twilight turned to them as the party pony has a rubber chicken ready to use as Rarity has a baffled expression along with Twilight turns to the farm pony and honey badger as she presses forward with her instructions.

“Applejack, Bunga, be ready with the apples in case he decides to attack. But it shouldn't come to that, because Kion and I will do whatever it takes it to get him to understand why he should leave.”

“And as for you two…” Kion said to Fluttershy and Ono. “Just stand by and out of harm’s way.”

“Affirmative.” Ono returned as they stood on the sidelines.

“We’re goin' in. He... probably just doesn't realize what he's doing... right?” Twilight voiced hopeful that they have enough to do the job from here.

“Mr. Dragon.” Twilight whispered to him as she finds herself bumping into the dragon’s face with smoke coming out of his nose. “Excuse me. Mr. Dragon.” She tried again as the dragon finally woke up.

“Oh, good, you're awake. Please allow me to introduce myself. My name is Twilight…“ She tried to introduce herself which is met with a yawn with smelly breath blowing in their faces.

“I don’t think he is quite paying attention to you.” Kion returned with a whisper. “Might want to just cut to the chase.” He then said as tapped and shook his head with a paw to get his attention. “Excuse me.”

The dragon then snapped wide awake as he wondering what the two want from him.

“Sorry to interrupt your nap, but you can’t sleep here.” Kion firmly and assertively reasoned with him. “You’re snoring is blowing smoke all over Equestria and you’re putting lives at risk by doing so. So please, go find another place to sleep.”

The dragon simply responded refusing by deliberately snorting smoke from his nostrils to send the two coughing on their way out.

“So much for persuading him.” Rainbow Dash complained.

“Now what?” Applejack wonders of their options since he won’t listen to reason from the leaders of the Guard.

“Obviously, this situation just calls for a little "pony charm".“ Rarity decided to give it a try while patting up her curly mane which is meant with a eye roll from both the cheetah and farm pony. “Allow me, girls.” She said as she made her way into the cave. “I'm so sorry to interrupt. But I couldn't possibly head back home without mentioning what handsome scales you have. And those scales have to be hidden away in some silly cave for a hundred years?” She said as she put on a necklace as the dragon seems to see she has a point there. “Personally, I think you should skip the snoozing and be out there, showing them off. Hmm. Obviously, I would be more than happy to keep an eye on your jewels while you're gone.”

This however did not sit well for the dragon as he quickly confiscated his jewels even the ones Rarity wore as she made a mad dash outside.

“I was this close to getting that diamond.” Rarity complained in defeat.

“You mean... getting rid of that dragon?” Twilight corrected.

“Oh, yeah... sure.” Rarity answered.

“Maybe if you weren’t so obsessed with obtaining his valuables it probably would have worked.” Fuli remarked in annoyance that she just had to try to keep them as Pinkie and Bunga blew on party horns while wearing gift box outfits with scuba flippers and party balloons in tow.

“What in tarnation...?”

“Darling, you look ridiculous.”

Both Applejack and Rarity commented.

“Exactly! Sharing a laugh is a sure-fire way to get someone on your side!“ Pinkie voiced her idea as she made her way into the cave with Bunga.

“Three, two, one…” Fuli voiced with a deadpan expression as they went inside.

“Hi!” Bunga greeted as seconds later they both came out with their gift boxes torn apart with their balloons popped. “Oh well. We tried.”

“Apparently he doesn't like laughing, heh. Or sharing.” Pinkie regretfully returned as Rainbow has had enough.

“All right, that's it. We tried persuasion, charm, whatever it is Pinkie Pie does.” Rainbow voiced her annoyance that nothing has worked so far. “It's time to stop wasting time! I'm going in!” She declared as she charged inside.

“Rainbow, no!” Twilight shouted after her as Fuli quickly runs after her to try to intercept as she appears in front of the dragon.

“Get! Out!” She shouted at the dragon as Fuli tackles her before she can make contact with him.

“Rainbow! Stop!” She shouted as she held the brash peagsus back from kicking him.

The dragon already now getting aggressive then roars at the two even at Fuli when she didn’t do anything to him to force them out of the cave.

“Who-o-o-o-o-a!” Rainbow said as they collided with the others.

The dragon emerged from the cave as he roared smoke at them as Kion and Fuli got out of the way to knock back against the wall thus cracking the rock above to reveal Fluttershy and Ono’s hiding spot as the former looks shocked seeing her friends are hurt through their efforts to get through to him as the lion and cheetah stand in front of him with the former ready to use the Roar on him as a last resort.

“How dare you...” Fluttershy suddenly worked up the courage along with Ono to face off against the dragon as they locked eyes together. “How dare you!” She shouted as she and Ono got into his face very aggressively. “Listen here, mister. Just because you're big doesn't mean you get to be a bully! You may have huge teeth, and sharp scales, and snore smoke, and breathe fire. But you do not—I repeat—you do not! Hurt! My! Friends! You got that?” She angrily yelled right in his face as he then whimpered in shame of his behavior.

“Well?” Ono then demanded a reason for his behavior. “What have you got to say for yourself?!”

“That rainbow one tried to kick me.” He stammered as she pointed at the proud peagsus.

“And I am very sorry about that.” Fluttershy apologized much to Rainbow’s dismay. “But you're bigger than she is, and you should know better. You should also know better than to take a nap where your snoring can become a health hazard to other creatures.”

“But I-“ He tried to protest her.

“Don't you 'but I' me, mister.” Ono then aggressively scolded him. “Now what do you have to say for yourself? I said, what do you have to say for yourself?”

The dragon then cried in shame as the other’s down below smile at their bravery and success while Fuli tries her hardest to avoid having tears land on her fur with Pinkie giving her an umbrella hat for her to wear as Rarity keeps patting her mane.

“There, there. No need to cry.” Fluttershy comforted him. “You're not a bad dragon, you just made a bad decision. Now go pack your things. You just need to find a new place to sleep. That's all.”

As Fluttershy and Ono land on the ground everyone gathers together to congratulate them for their success.

“You did it! I knew you could do it.” Twilight commended them.

“Looks like all you need was just the right push.” Kion also commended.

“Gee, thanks.” Ono thought nothing of it. “We just couldn’t stand you all getting hurt for trying to get him to listen to reason.”

“Well thanks to you two, Equestria is now safe for the next hundred years.” Twilight voiced her gratitude for their bravery as the dragon then flies away as the black smoke finally clears up much to everyone’s delight.

Back at the Golden Oaks Library, Spike is still struggling to deal with Fluttershy’s animal companions as he tries to reign in Angel’s attempts to run away from him.

“I said come back here!” He demanded of him as he finally caught him. “Ooh! How does Fluttershy put up with you furry little things?” He asked the bunny as Twilight returns from their journey.

“Spike, take a letter.” She asked of him.

“With pleasure.” Spike said in relief as he immediately do so.

“Dear Princess Celestia,

I am happy to report that the dragon has departed our fair country, and that it was my good friends, Fluttershy and Ono, who convinced him to go. This adventure has taught me to never lose faith in your friends. They can be an amazing source of strength, and can help you overcome even your greatest fears.

Always your faithful student,

Twilight Sparkle.”

“Twilight! You gotta come see this!” Applejack called out as she walks up to the balcony outside to see everyone has gathered as Rainbow and Fuli are both bouncing balls on their heads. “They’re just five away from a new record!”

“Three hundred forty-seven, three hundred forty-eight...” Rainbow counted as she heard a roar breaking her concentration and dropping the ball while Fuli quickly kept her balance despite her sudden and brief shock.

“Dragon!” Rainbow screamed as everyone laughs at her.

“Why are you laughing? That awful dragon is back!” Rainbow asked as Pinkie reveals herself to be the one scaring her.

“Pinkie Pie, you scared me! I mean, uh, you... broke my concentration.” She got upset with her while trying to quickly correct herself at trying to not admit she was afraid.

“But not me.” Fuli smugly replied as she kept bouncing the ball on her head. “And it looks like I’m the new record-holder, three hundred and seventy-five and counting.” She said as she plans to make it so it goes unchallenged.

“It’s okay, Rainbow Dash. Not everypony can be as brave as me.” Fluttershy comforted the peagsus to which she quickly responding by scaring her by blowing a leaf onto her back to which she jumped after being startled by the touch as she landed on her back.

“At least when it really counts.” Fuli commented as she kept on balancing the ball on her head as everyone shares a good laugh about it as they find it funny together.

Author's Notes:

For this chapter, it is Fluttershy and Ono's chance to shine as they have conjure their fear of dragons in order to get a sleeping dragon snoring smoke all over Ponyville to which takes their friend's best efforts failing as the dragon refuses to listen to them.

For having Ono having a fear of dragons, it would make sense as even he is less shy and sociable than Fluttershy they do share the same fears of certain creatures that are very intimidating.

Also, one major highlight was having the Guard figure out their fears as after Kion talks with Twilight compromises that they don't have to do anything about it but just to stand by and accompany so they can be there for them since Twilight insists they need the whole team in order to succeed in this mission together to avoid having everyone learn of it just when they get there.

Next up is "Look Before You Sleep." which will have Fuli in the middle of Applejack and Rarity's squabbling as they join Twilight for a slumber party on a rainy night.

Episode 9: Look Before You Sleep

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Episode 9:

Look Before You Sleep

In Ponyville, everypony is getting the park cleaned up as the Pegasus ponies moved the clouds around in preparation for the upcoming storm that is set to happen later today.

Everyone was doing their part as they clean up the twigs and broken branches to avoid them causing damage to other ponies property.

Applejack was there pulling down the branches with her lasso as she notices Rarity reattaching one of the loose branches with her magic while getting the idea to properly re-style it by reforming the leaves into the shapes of ponies.

“Perfect!” She said to herself just as Applejack lassoed it back down to the ground much to her dismay.

“Just take the broken limbs down, Rarity. Don't y'all care about nothin' other than prettifyin'?” She scolded the fashionista for not having her priorities straight.

“Somepony has to.” She argued back. “You were making an absolute mess of the town square, Applejack.” She said as she pointed to all of the broken twigs and branches on the ground.

“Yeah, well, the storm's gonna make an even bigger mess if we don't prune all these loose branches so they don't tumble down on anypony.” She argued back.

“I simply cannot imagine why the Pegasus ponies would schedule a dreadful downpour this evening and ruin what could have been a glorious sunny day.” Rarity questioned as the Pegasus ponies put on the final cloud cover to completely block the sun.

“Think more practical-like, will ya?” Applejack tried to reason with her as she bucked the tree behind her to knock down the loose branches from that tree. “They accidentally skipped a scheduled sprinkle last week, so we need a doozy of a downpour to make up for it, is all.”

“Well you might want to seek shelter because here comes the rain!” Fuli shouted as she ran right past them at top speed just as the storm is just starting looking for nearby shelter.

“Oh no! My wonderfully styled mane shall be ruined!” Rarity cried out as she complained.

“Ya shoulda hurried up and finished the job already.” Applejack argued in an “I told you so.” manner.

“Oh! Ah! Oh! Ph! It's coming down too fast! Ah! Oh! Oh! Ah! Help me!” She further cried out as she ran all over the place desperately looking for shelter as Applejack looked around for nearby shelter and spotted a table Fuli had ducked under.

“Uh, there. Hunker down to yer heart's content whilst I finish things.”

Rarity began galloping over there but stopped when she saw the mud underneath the table.

“Oh, no, no, no!” She said as Applejack ran over to her as Fuli is sheltering herself under the table.

“What now?” Applejack asked now annoyed with her.

“I prefer not to get my hooves muddy.” She responded as the cheetah and farm pony both have “Are you serious?!” looks on their faces.

“Guh. There is just no pleasin' ya, is there? Everything's got to be just so.” Applejack began as Rarity scoffed in response.

“Well, and how does muddying my hooves serve any useful purpose?”

“Y'all wouldn't know useful if it came up and bit'cha.” Applejack argued back.

“That doesn't even make any sense.” Rarity returned.

“Does so.”

“Does not.”

“Does so.”

“Does not.”

“Does so.”

“Does not.”

As they were busy arguing, Fuli not complaining over a little mud over rain any day then decides to run off to try to find somewhere else to seek shelter not wanting to hear the two argue anymore.

“Does so infinity. Hah.” Applejack argued back at Rarity.

“Does not infinity plus one. Heh.” Rarity argued back as the two glare at each other aggressively and up in each other’s face’s. “What say we go our separate ways before one of us says something she will regret?”

“I reckon y'all are gonna say something you'll regret first.”

“On the contrary, I believe it shall most certainly be you who says something you will regret first.”

“I'm not sayin' anythin'.”

“Nor am I.”

“Y'all just be on yer way, then.” Applejack argued with a scooting hoof notion.

“After you!”

The two still refuse to budge an inch as they still talk each other to a standstill until they started backing away while still glaring at each other until they hugged on to each other for comfort after lightning strikes nearby.

“Perhaps we should stick together for now and find some shelter.” Rarity suggested.

“Uh-huh, perhaps we should. And fast.” Applejack agreed as the winds and downpour got stronger.

Applejack then quickly settled for the table Fuli briefly hid under until getting sick of their constant arguing while Rarity looks around for something cleaner.

“Heh. Nice and dry under here, sorta.” Applejack said while noticing the mud on her hooves.

“Oh! Unacceptable.” She commented as she heard Twilight’s voice call out to them.

“Applejack! Fuli! Rarity! Applejack! Fuli! Rarity!” She called out to them from her library.

“Twilight?” Both ponies said to the pony holding open the door for them.

“Come inside girls, quick.” She invited them inside as Fuli quickly runs inside.

“Thanks.” The cheetah returned as she shakes the mud off her paws just outside the door.

“Whoa, nelly.” Applejack asked as she skidded to a halt at the front door. “Is inside a tree really the best place to be in a lightning storm?”

“It is if you have a magical lightning rod protecting your home like I do.” Twilight assured while pointing to said rod on top of the tree. “Come on in!”

“Don’t mind if I do.” Fuli immediately accepted the invitation.

“Hah! We are most grateful for your invitation.” Rarity thanked.

“Thank ya kindly for yer hospitality.” Applejack added as she walked inside only to be stopped by Rarity as she walked inside while pointing to her muddy hooves.

“Uh, do be a polite house guest and go wash up please, won't you?” Rarity insisted with a smug smirk to which Applejack grumbled at her for treating Twilight's home as if it is hers.

“If I gotta spend one more second with that fussbudget Rarity today, I can't be held responsible for what I'm gonna do.” She growled to herself before walking outside.

“Some storm, huh? The Pegasus ponies sure have outdone themselves this time. I hope you, Applejack, and Fuli don't have any trouble getting home.” Twilight said as Rarity and Fuli walked up to her.

“It may indeed be a problem.” Rarity answered.

“I kinda wish I hadn’t agreed to stick around to help clean up in preparation for this storm otherwise I’d be back home in the Pride Lands by now.” Fuli voiced her regret her decision instead of going home with Kion and the others when she had the chance.

“Well, you're welcome to stay if need be. Spike is away in Canterlot on royal business. I'm home all alone tonight.” Twilight offered as she got an idea.

“You, Rarity, and Applejack should totally sleep over! We'll have a slumber party! I've always wanted one of those.”

“Oh! Uh, goodness. Uh, I do believe I have another engagement scheduled for this evening that completely slipped my mind until just now.” Rarity tried to kindly decline out of refusal to spend more time with Applejack. “Ah, silly me, I can't possibly stay here all night -- with Applejack.”

Twilight then walks over to a book shelf where she pulls a book from the top shelf and then showed it to Rarity and Fuli.

“Slumber 101: All You've Ever Wanted to Know About Slumber Parties But Were Afraid to Ask.” The former read the title of the book as Fuli looks over her shoulder.

“My own personal copy.” Twilight proudly said. “It's a fantastic reference guide. You should see the table of contents. I've been waiting for a chance to use it, and today is the day! This is gonna be so great!” She then said now giddy at the very thought.”

“Yes, uh, great.” Rarity returned while laughing nervously while glancing at Applejack struggling to use the hose to wash her hooves clean.

“Eh, why not.” Fuli agreed to stay with a smile for Twilight unable to say no to her. “It’s not like I have anything to do back there anyways aside from being unable to get back to the portal.”

“Yeah!” Twilight clapped her hooves in excitement.

Applejack after finally cleaning the mud of her hooves walked inside as her hooves sparkled clean as daises when she came across Rarity putting mud on Twilight and Fuli’s faces to which she gasped at the sight of their girly makeovers.

“What in tarnation...” She said at the sight of this. “Now wait just a goll-darn minute. Ya make me wash the mud off my hooves, but it's okay for y'all to have mud all over yer faces?”

“Silly!” Rarity lightly brushed it off as she corrects her. “This is called a mud mask. It's to refresh and rejuvenate your complexion.”

“But why are you wearing one?” Applejack then asked the cheetah of why she is allowing this on herself. “You hate mud?”

“True and yes, I was reluctant to try it out, but when I gave it chance I found it really relaxing.” Fuli answered as she admitted.

“We're giving each other makeovers! Eee-hee! We have to do it, it says so in the book.” Twilight said giddily as she clasped her hooves together as she levitates the book to the farm pony.

“Slumber 101: Everything You... Oh hey, heh, would'ja look at the time. I gotta skidaddle on home quick. I'm powerful late for, uh, fer somethin'. Uh, g'night.” Applejack tried to excuse herself from joining in on this only to quickly reconsider about hearing thunder and lightning strike again. “Or maybe I'll sit here for a spell.”

“Hurray slumber party!” Twilight again clapped her hooves in excitement as Rarity places the facial lubricant on the farm pony’s face.

“Blahch. What in the world is this for?” Applejack questioned as Rarity puts cucumbers on her eyes.

“To reduce the puffiness around one's eyes, of course.” Rarity sighed as she responded.

“Puffiness-schmuffiness! That's good eatin'!“ Applejack said as she ate the cucumbers off of her eyes much to Rarity’s annoyance as Fuli just relaxes on her pillow.

“Hee-hee! Isn't this exciting? We'll do everything by the book, and that will make my slumber party officially fun.” Twilight said as she looked over her book.

“Of course.” Fuli returned with a smile. “Whatever makes you happy.”

“Did you hear that, Applejack?” Rarity crossly addressed the orange earth pony with a slightly warning tone. “You certainly would not want to do anything that would ruin Twilight's very first slumber party, would you?”

“Of course not, 'n you wouldn't either, I reckon?” Applejack returned with the same cross attitude.

“So do we have an agreement?”

“You betcha.” Applejack said as she spit on her hoof and extended it for a hoof-shake.

“Oh! Gross!” She refused to shake it in disgust. “You know, there's messy and there's just plain rude.”

“You know, there's fussy, 'n there's just plain gettin' on my nerves.” Applejack returned as Fuli takes notice of the two being at each other’s throats again.

“Fortunately, I can get along with anypony, no matter how difficult she may be.” Rarity returned as they got into each other’s faces again.

“Oh yeah? Well, I'm the "get-alongin-est" pony you're ever gonna meet.”

“That's not even a word.”

“This is going to be the bestest slumber party ever! Yay!” Twilight expressed her joy as she brought the two ponies along with Fuli into a group hug while oblivious to their constant arguing.

“Yay.” The other two ponies said with very unenthusiastic joy while glaring at each other to which let’s Fuli know that it is going to be a long night for everyone as sees that their constant fighting can be hard for her to have fun with Twilight.

Later in the evening as it gets really dark outside as the storm ravages on, the three ponies all have their manes and tails in hair curls while Fuli just relaxes on her pillow while stretching her legs.

“So, how are you getting along over there, Applejack?” Rarity asked taking some delight in seeing the most tomboyish pony having to partake in the complete makeover part of the slumber party.

“Just fine, Rarity.” She replied while looking very unamused as she pouted.

“This is so awesome!” Twilight further expressed her delight that things are off to a good start. “Makeovers, check.” She said as she wrote a check-mark in her book while undoing the hair-curls with her magic as she looked at her check-list for the next item of business. “Ooh, it says here we have to tell ghost stories. Who wants to go first?”

“Me!” Applejack voiced with a raised hoof. “I'd like to tell y'all the terrifying tale of the prissy ghost who drove everypony crazy with her unnecessary neatness. Oo-oo!” She said as she mimicked while rolling her hooves around her ears along with the crazy girl labeling directed at Rarity. “I'm sure y'all are familiar with that one?” She said as she directed a look at the unicorn in question.

“Never heard of it, but I have a much better one. It's the horrifying story of the messy, inconsiderate ghost who irritated everypony within a hundred miles!” She emphasized as she stood on two hooves. “Oo-oo!”

“That's not a real story. You made it up.” Applejack called her out on that.

“It is a ghost story, they're all made up.” Rarity fired back to which an irritated Fuli shuts the two up with a scowl and growl to remind them of their manners to their host which ended up being followed with another flash of lightning which caused a brief power outage.

“I've got one!” Twilight brought up as she turns on a lantern to use as a flashlight as they all huddled around the small light. “This story is called The Legend of The Headless Horse. It was a dark and stormy night, just like this one.” Twilight began as lightning striked outside. “And three ponies were having a slumber party, just like this one...” She said as Applejack and Rarity started to get terrified out of their minds while Fuli looks on with interest. “...and just when the last pony thought she was safe, there, standing right behind her, just inches away was--The Headless Horse!” She shouted as she suddenly appeared while standing on her hind legs while covering her face with a blanket to which both ponies screamed completely scared out of their wits as they huddled together in a hug.

“Whoa!” Fuli remarked sounding very impressed. “Now that is a heck of a ghost story. You even got my blood pumping there.”

“Thanks.” Twilight returned as Applejack and Rarity break up from their embrace.

“Ghost story, check.” Twilight said as she turned on the lights as she went over to her book and checked it off her list. “Now, who wants s'mores?” She then offered.

“I do.” Fuli replied. “This will be interesting to see how these treats work out.”

Applejack then placed a few marshmallows on a few sticks and held them over the fire while Rarity and Twilight got together the graham crackers and chocolate while Fuli watches over as she sees the process unfold.

“Then you place one marshmallow on the top of the chocolate and be sure it's centered--that's critical--and then carefully put another perfectly square graham cracker on the top. And done. Ta-da!” She explained as she delicately placed the top graham cracker on top of the melted marshmallow.

“Ooo!” Twilight gazed in amazement at her creation.

“That look’s tasty.” Fuli said looking very impressed as she locks her eyes on that treat.

“Nah, ya just eat 'em.” Applejack then added as she munched on the treat loudly as Rarity stared at her looking very annoyed as she belched while Fuli looked just as annoyed as if she wanted to indulge in that before she quickly claimed it as her own.

“You could at least say excuse me.” Rarity told her with a sigh.

“Aw, I was just about to, but you interrupted me.” Applejack irritably replied as she burped again. “Pardon.” She added as Rarity rolled her eyes in annoyance not finding it completely sincere.

“I’ll just make my own S’mores.” Fuli just settled with that instead getting in the middle of another Applejack and Rarity feud episode.

“S'mores, check.” Twilight said as she checked it off her list. “Now the next item of fun we have to do is Truth or Dare.”

“I dare Applejack to do something carefully and neatly for a change.” Rarity began another spat with Applejack.

“Oh yeah? Well I dare Rarity ta lighten up and stop obsessin' over every last little detail, for a change.” Applejack returned back at Rarity as they once again got at each other’s throats again to which Twilight took notice of as Fuli glanced back and saw the rising tension between the two again.

“I think the truth of the matter is that somepony could stand to pay a little more attention to details.”

“And I think the truth is somepony oughta quit with her fussin' so the rest of us can get things done.“

“And I think the truth is some ponies need to get along with each other before one or two of them gets thrown out into the rain and have walk all the way home.” Fuli shut them up as she shot them a “I’m warning you two.” glare.

“Um, I don't think this is how the game's supposed to work.” Twilight said as she looked over for the game’s instructions on how to play it. “You have to give an honest answer to any question or do whatever anypony dares you to do.”

“I dare you to step outside and let your precious, tidy mane get ruined again.” Applejack began the game to which Rarity gasped at the dare to which she finds unspeakable to do to herself.

“You have to. It's the rule.” Twilight backed her up.

“Hah!” Applejack laughed at the defeated unicorn.

“Fine!” Rarity then walked towards the door with a huff, opened it, then walked outside as the downpour trenched her mane to which she cried as it happened.

While this was happening, Applejack was taking great pleasure at seeing her crying and being humiliated as she snickered at her. After a few seconds of being outside she came back inside shaking and shivering from the cold rain with her curly mane now damp and straight. Applejack busted out in laughter while Fuli just focused on preparing her own set of S’mores as she stiffed a chuckle out of seeing it.

Fuming she approached Applejack with a glare to shut her up from making fun of her and forced her to back up. “Okay.” Rarity then said with a look ready to get back at her for that. “I dare Applejack to play dress-up in a frou-frou, glittery, lacey outfit.”

Applejack gasped at the dare but then frowns as she walked off to do so and then appears in said blue outfit, fitting for a princess. "Happy?" She grimaced.

“Whoa.” Fuli said as she munched onto her treat and chuckled upon seeing her dressed in that outfit.

“Very.” Rarity replied with a satisfied smile.

“Um, do I ever get a turn?” Twilight asked.

“Remember girls…” Fuli again reminded the two of the manners although they were still getting at each other’s throats and faces once more.

“I dare ya to enter the next rodeo when it comes to town.”

“I dare you not to enter the next rodeo that comes to town.”

“I dare ya to not comb your mane a hundred times before bed.”

“And I dare you to comb yours just once.”

“And I dare both of you to let Twilight have her turn.” Fuli then interrupted as she got in between the two of them. “And to cut it out.”

“I, uh, I think we should check off Truth or Dare and move on.” Twilight then decided it was for the best despite Fuli speaking up for her as she looked at the next item of business. During this time period, Applejack took off the dress while Rarity dried herself up and got her mane to return to it's fashionable and curly state. “Let's see what our next fun-fun-fun thing is, shall we? Hm, what does this mean? Pillow fight?”

“Oh, please. I am not at all interested in participating in something so crude.” Rarity voiced her disinterest in that. At least until Applejack tosses a pillow at her face out of spite. “Oh! It! Is! On!”

Rarity then threw back the pillow at the farm pony who then got smacked in the face with it. Applejack then retaliates by bucking three more right at her which smacked her really hard in the face. As Rarity returns the favor with three more pillows, Applejack then lassos three more at her face with much more intensity then before to which the unicorn was able to use her magic to stop them before they could even strike her really hard.

As Fuli and Twilight watch on the former is starting to really get further irritated with them for their constant fighting each other instead of having fun while Twilight seems to get the idea of how a pillow fight works out.

“Oh, I get it! Pillow, fight! Fun!” She got the idea as she finds herself accidentally whacked hard by the tossed pillows in the middle of their crossfire. “Ugh. Ah. Uh, girls? Maybe we should take it down a notch?” She recommended to them as she got knocked down with her eyes spinning hard from the impact.

“I will if she will.” Applejack replied as she still locked her eyes on the unicorn.

“She started it.” Rarity retorted as she still kept her eyes locked on the earth pony.

At that moment, Fuli put an end to this as she quickly uses her super speed to confiscate all of the pillows including the ones that are unintentionally burying Twilight.

“That’s it!” She furiously declared. “Playtime is over!”

But before she could give the two a good chewing out Twilight quickly defused it.

“Maybe we should just call it a night and get some sleep?” She recommended to them.

“Fine.” Rarity returned as she and Applejack walked in separate directions from each other.

“Fine by me.” Applejack added not even looking at the unicorn who returns it in kind.

Fuli groaned in exasperation of that she is the only one trying to have fun with Twilight while she is in the middle of the other two’s ponies ridiculous argument.

“I’m sorry to say this but why is it so hard for them not to argue for just one night?!” Fuli voiced her frustration as she couldn’t take it anymore.

“I’m sorry Fuli…” Twilight returned. “I don’t know what’s gotten into them.”

“It’s not your fault.” Fuli replied. “With them it’s like one of them is a tomboyish farm pony not afraid to get her hooves dirty while the other is a fashion designer with a girly girl sense of manners and etiquette.”

“True, but don’t you usually hate getting wet and muddy.“ Twilight asked.

“Yes, but that’s not to say I dislike everything that’s girly.” Fuli answered and clarified while sighing as she continues and gets a little deep with her personal life. “I guess the reason why I’m vocal about all of this is other than being in between the two of their differences is just wanting to have fun and enjoy your first slumber party like this is my first.”

“Wait.” Twilight said in surprise. “You’re telling me that you never had a slumber party before in your life?”

“No.”

“Not even once?”

“No.” Fuli answered as she calmly explained. “Aside it being the one of many things that the Pride Lands doesn’t have, cheetahs really don’t have slumber parties. Not after the last time…”

“What happened? If you don’t mind me asking?” Twilight asked to which Fuli holds nothing against her for wanting to know.

“Before the day I would leave my family since cheetahs reach a certain point in their early life to leave to live on their own…” Fuli began as Twilight resisted the urge to say “aww.” at the moment yet sympathetic just from starting to listen to her story. “…was the first slumber party I tried to have back when I was about your age at the time.”

As Fuli speaks, Twilight uses her magic to help her relief the memory as the memory of Fuli when she was young played back in her mind for both eyes and ears to see and hear.

“Before meeting all of you, I got together with one of my childhood friends with a couple of other cheetahs got together for a sleepover.” She recalled the memory as the four cheetahs got together to hang out together while eyeing a male cheetah who looked similar to Fuli who returned it in kind before they all went off to . “Back then I was so into wanting to have fun with them I was not prepared for what happened next.”

"First one to that tree near the mountains is a slow kitty-kat.” A young Fuli challenged the other three to said location in the far distance ahead well into the nighttime sky.

“You’re on!” The male cheetah accepted the challenge as they share a teasing look into each other’s eyes as he and the two other female cheetahs lined up ready as they look at each other in disdain.

“I invited them over with hopes that they would be able to get along better if we did something we all enjoyed together and while I found someone I really liked the other two like Applejack and Rarity both clashed over every little thing. Wherever it’s who started fights, who was better, who was faster, all of the good stuff that our new friends have been doing all night. Only until that day did I realize how big of a mistake it was when their constant arguing went too far.”

The four cheetahs made their way to the tree in a mad dash to which Fuli and the male cheetah were both neck and neck as Fuli pulls through with the win by a head while the other two continue bumping each other until they tackled each other to the ground and tumbled to the finish line.

“Lucky.“ He said to the victor as he caught his breath feeling he should have won that race.

“Eh, luck had nothing to do with it.” Young Fuli returned as the other two cheetahs caught up.

“Good going dumb-dumb.” She bickered to the cheetah as they got into each other’s faces. “You cost us the race.”

“Maybe if you weren’t constantly pushing me the whole race maybe we would have had a chance.” She retorted back.

“I did not push you.”

“Did too!”

“Did not!”

“Did too!”

“Did not!”

“Did too!”

“Did not!”

“Enough!” The male cheetah said in tears clearly upset by their fighting. “This was supposed to be fun but now it’s listening to you two constantly fight each other and the truth is I’m sick of it!“ He then said as he made his way up the mountain. “I’m outta here!”

“Please don’t go…!” Young Fuli pleaded to no avail.

“Sorry Fuli, but “Mibinamet!” He apologetically yet firmly returned as he left for good leaving the other two cheetahs to further argue of whose fault it was.

“That is your fault!”

“Your fault!”

“My fault?!”

“My...Your fault!”

“I tricked you!”

“And just like that he was gone.” Fuli recalled as her young self sadly watched him leave as he climbed up the mountains in a huff leaving the poor girl in tears while her current self could only look down with the same sad expression without tears. “And I never saw him again.”

“Oh, Fuli. I’m so sorry.” Twilight could only say in sympathy as she canceled the aura of magic showing the flashback.

“Its okay, Twilight. It’s not your fault. It was just seeing you so eager to want to have a slumber party that I really wanted to join in so you wouldn’t go through the same disappointment I went through. But Applejack and Rarity’s constant arguing seems to be getting in the way of trying to actually have fun with you.”

“Maybe they’ll cool down after a good night’s sleep.” Twilight suggested. “Hopefully they can go through one night sleeping together without clashing with each other again.”

“If only are some things are easier done as much as well said.” Fuli replied unconvinced yet was willing to give them one more chance as they both get ready for bed.

Later that night the four all settled down to try to get some sleep. While Twilight sleeps in her own bed, Fuli sleeps on the floor with a few pillows to which she stretched her back as she prepared to relax and get some shut-eye. Applejack and Rarity both had to share the other guest bed just opposite of Twilight to which the two ponies are not seeing eye to eye with each other because of their constant quarrels.

“Keep your muddy hooves on your side of the bed.” Rarity seethingly whispered to Applejack as she gave an aside glare at her.

“My hooves ain't muddy.” Applejack returned with the same tone and glare.

“They were. There might still be a little on them.” Rarity retorted as she turned to face her.

“There ain't. See?” Applejack showed her proof in the pudding.

“Eww!” Rarity complained as she pulled the full bed covers towards her side of the bed.

“Now who's bein' inconsiderate?” Applejack whispered irritably as she snatched bed cover to her side of the bed.

“I have to make the bed again so the blanket will be right. Get up.” Rarity whispered as she nudged Applejack off of the bed to which Fuli’s ear’s perked up hearing their growing argument again.

“Not again.” She groaned as she used her paws in an attempt to mute out it.

“Hey!” Applejack said as she fell out of bed as Rarity worked her magic to neatly re-do the bed covering.

“Ah ah ah! You'll ruin it.” She raised a hoof up to stop Applejack before she could tuck herself in. “You have to do it like this. Mm, uh, ooh, u-u-u-uh, uh, ah.” She demonstrated as she gently tucked herself in without pulling out the covers.

“Yeah, that's not gonna happen.” Applejack said as she voices it is not going to suit with her. “Geronimo!” She shouted as she leaped onto bed knocking Rarity off while taking full control of the full bed covers.

“Hey!” She shouted as Applejack made herself nice and cozy. “You did that on purpose.” She complained.

“Um, yeah?” Applejack didn’t even deny it.

“Get up so I can fix it again.” She ordered of him

“Can't hear ya, I'm asleep.” Applejack refused as she snored loudly to make her point.

At this point, Twilight was starting to wake up due to their argument.

“I’m sorry to bother you, but they’re at it again.” Fuli whispered to her as she had given up on trying to sleep through it as Rarity pulled the covers off of Applejack to force her to comply with her demands.

“I ain't budgin'.” Applejack refuses to do so.

“You will if you want any blankets.” Rarity asserted as she held it in her mouth to which Applejack responded by snatching it out of her mouth as the two now got into a tug-of-war battle.

“Give it back!”

“I will not!”

“Yes, you will!”

“Won't!”

“Will!”

“Won't!”

“Will!”

“Won't!”

”Will!”

“Enough!” Twilight shouted to get them to stop while showing them her checklist with the number one rule. “It says right here that the number one thing you're supposed to do at a slumber party is have fun, and thanks to you two I can't check that off!”

“I've been tryin' my darndest to get along.” Applejack defended herself.

“No, it is I who have been trying my best.” Rarity argued back as they got into each other’s faces.

“No, it was me.”

“No, it was I.”

“Me!

“I!”

“I hope you're happy, both of you.” Twilight shut them up as she scolded them. “You've ruined my very first slumber party. And not only that, you ruined Fuli’s first slumber party who is the only doing a good job of trying have fun with me. The makeover, the s'mores, Truth or Dare, the pillow fight... I mean, is there anything else that could possibly go wrong?”

“I mean seriously…” Fuli added as she took a turn in scolding them. “…you’re both fully grown mares and yet you are both behaving like children. You even make the cheetahs I grew up with more mature than the both of you combined. I mean if I wasn’t so sick of water, I’d rather get struck by lightning than put up with all of this.”

As soon as they said it, lightning did strike a tree next door to Twilight home.

“Sorry I asked.” Twilight softly said as she ducked under her covers.

“Why did I even say that.” Fuli said to herself with a groan that fate just had strike on that opportunity.

The four then run over to the nearby window to see what had happened and see the now loose tree about to fall over about to give way and fall over.

“Ya see? That's why we needed to take down all those loose branches in town, not spiffy 'em up.” Applejack told the ashamed white unicorn in an “I told you so.” manner.

“But I…” She tried to speak as the farm pony quickly moved forward to take care of it before it can do damage.

“Outta my way, missy! Time's a-wastin'.” She said as she prepared to lasso it.

“Wait! Stop! Don't!” She tried to warn her.

“No waitin'! No stoppin'! Doin'!” She said as she maintained a grip on the tree branch and pulled it back. “And that, my friends, is what we call gettin' 'er done.”

Applejack’s success was short-lived as her approach backfired as the tree branch crashed broke through the window leaving the cow girl dangling mid-air.

“Well done, Applejack. As always.” Fuli said in a deadpan tone as the cold winds and rain starts coming through the window. “More like getting it done wrong.”

“I tried to tell you it would come crashing down in here.” Rarity chastised her for her mistake as she covered her head with a book while Fuli ducked under the bed for warmth and cover.

“Well, ya shoulda tried harder.” Applejack irritably returned as she sees Twilight got knocked hard in the head by the impact of it. “I'm mighty sorry, Twilight.” She apologized.

“It's... Well, it's not okay.” Twilight didn’t sugarcoat how unacceptable it is. “There's a giant tree branch in the middle of my bedroom.” She said as she made her way forward to which she ended up stumbling on her footing to which Fuli quickly ran over to catch her before she could fall over and hit her head on the floor.

“What in tarnation are y'all doin' over there?“ Applejack asked Rarity as she is putting the books away.

“Cleaning up this mess somepony made.” Rarity answered while not sugarcoating how much she is at fault for this. “Who was that again? Oh, right, that's you.”

“We gotta do somethin'!” Applejack asked of Fuli who is tending to Twilight.

“I’m afraid this is something you two have to figure out since our host is out cold and I don't mean the weather.” Fuli told them as she drags Twilight to get some ice for her head bump. “And you two better start making amends if you want your friendship with us to make it out intact here.”

“Rarity, for pony's sake, stop sweatin' the small stuff and help me get rid of this thing!” Applejack then barked at the other unicorn to work with her for once here. “I said hussle over here and help me!” After seeing she is not getting a response she decides it was best to listen to the cheetah’s words as she swallows her pride again. “Look, I'm sorry, all right?”

“What was that?” Rarity snapped to attention hearing that.

“I said I'm sorry!” Applejack repeated. “I shoulda listened to you when you noticed where this here branch would end up. Yer annoyin' attention to detail would'a saved us from this whole mess. But right now, ya need to stop bein' so dang fussy pickin' up all the little things and help me move the one big thing in here that actually matters! Please!”

Rarity then decided to listen to her yet hesitates as she examines what they are dealing with.

“Uh. Uh, but I'll get all icky.” She complained once again.

“Consarnit!” She snapped before quickly correcting herself to avoid another fight. “What the... eh... you... I mean, yes, ickiness is often a side effect of hard work. But y'all need to get over it, on account I just can't fix this mess I made myself. I need your help.”

Rarity thought about her heartfelt words for a minute and then came to the same realization on her side of the fence as she returns with a reply.

“Oh. Let's do this.” She confidently said as she concentrated her magic on the large tree branch and transformed it into multiple figurines of shapes of a butterfly, bunny, earth pony, heart, and a Pegasus pony.

Applejack then prepared to buck the last branch away only for it to be met with a stern glare from the unicorn to warn her against doing so. She then settles to just listen to her for once after remembering what happened last time she did that and then gently pushes it outside with her teeth before shutting the window closed.

The two succeeded in solving the problem together as they both see they are both covered in mud and dirt from wrestling with that broken tree branch.

“U-ugh. Oh, I look awful.” Rarity said as Applejack resolved this by using the eye pieces used in spas to cover her eyes.

“Better?” Applejack asked.

“Hmph, thanks.” Rarity responded as they both hugged just as Fuli and Twilight came back inside with the latter now having regained consciousness while carrying a bag of ice on her head to stop the swelling from the bump that had sustained from the crash.

“Oh, pretty! Where did these come from?” Twilight asked as she admired Rarity’s creation upon seeing them.

“From the two ponies who have finally learned to get along and at a perfect time too.” Fuli answered while looking impressed at what she was seeing from them.

“About time if you ask me.” Twilight said.

“That’s true.” Applejack answered as she sighed to the two. “I’m mighty sorry, both of you all. We shouldn’t have squabbled like that. Especially since we’re supposed to be friends getting along.”

“Indeed, and I’m sorry too.” Rarity said in agreement as she shared the same shame as the earth pony next to her. “We are supposed to be friends and yet we ended up bickering like foals in a daycare center.”

“It was very shameful business we just engaged in there.”

“Can you forgive us?”

Fuli looked on at the two giving them pleading eyes as they begged for her forgiveness. Twilight was already more than happy to accept their apology while Fuli ponders back to what her former friends cost her but after seeing the two have now learned their lesson she then relents with her decision.

“Of course.” Fuli warmly returned as the three all hugged her.

Even though they both got mud on her fur, she didn’t mind because primarily because they made amends they did the one thing her former friends didn’t too.

The three then all got cleaned up as they all regrouped back downstairs as Twilight and Rarity had hair accessories in their mane’s and tail’s while Applejack didn’t as she just has her farm hat on as the four then play twenty questions together all while laughing and now having fun now that they are no longer arguing anymore.

“Is it bigger than a barn?” Applejack asked as the unicorn giggled.

“Nope.” Twilight answered.

“Is it smaller than a saddle?” Rarity asked to which Twilight giggled again.

“No! Only three of your twenty questions left!”

“We're never gonna guess what you're thinkin' of, it could be anythin'.” Applejack voiced seeing they are running out of questions here.

“Are we getting warmer?” Rarity asked.

“Why? Is it too cold in here for you? I can turn up the heat.” Twilight wondered and offered.

“She means are we gettin' any closer with our guesses?” Applejack corrected.

“Oh! No. And that technically counted as a question, so only two more left!” Twilight responded.

“Is it... a six-legged pony with a purple polka-dotted mane and shootin' stars comin' out of his eyes?” Applejack asked.

“Who flies through the air all over the world to hide magic, sparkly eggs?” Rarity added.

“That's it!” Twilight answered.

“It is?” Both ponies asked.

“No.” She said as she chuckled. “It's that.” She said as she pointed to the telescope from above. “But it was just so nice to see you two finally getting along, I wanted you to be able to win together.””

Both ponies laughed together as Fuli just smiles watching this.

“See? We could have been having fun like this all along.” Twilight said to them as Fuli gives them a knowing look.

“If only somepony hadn't been so persnickety.” Applejack said to Rarity.

“Well, maybe she wouldn't have been if somepony else hadn't been so sloppy.” Rarity returned to Applejack as they briefly glare each other before their expressions turn into more friendly smiles.

“Sorry for being such a pain in the patootie.” Applejack apologized.

“Oh, no, I'm sure I was much worse.” Rarity returned.

“That's kind of ya to say, but I'm the one who's sorry.”

“Oh, I'm much more sorry than you are.”

“Ugh. Are not.”

“Are too.”

“Are not!”

“Are too.”

“Are not.”

“Are too.”

Fuli rolls her eyes in amusement at the friendly fighting but is nonetheless pleased that they are finally able to bury the hatchet and have them with them.

“I declare my first slumber party a success!” Twilight declared as she hugged them along with Fuli to which Applejack and Rarity both cheered in celebration.

“Have fun, check.” She added as she checked it off from her book.

The next game they played was having Applejack and Fuli having the cucumber eye covers on their eyes as they try to approach a book staircase.

“Now take two steps to your left. Uh, no, my left.” Rarity instructed them as Fuli got a good feel for it while Applejack didn’t as she went more to the left more towards the book staircase.

“Whu, which is it?” Applejack asked as she accidentally crashed into it to which Fuli quickly leaped off of them to avoid falling. “Whoa! That mess is your fault, not mine.”

“Sorry.” Rarity replied.

“No question about that.” Fuli teasingly returned while very appreciative of their now friendly gestures towards each other as Twilight put together another one of her weekly friendship letters for her mentor.

“Dear Princess Celestia,

It's hard to believe that two ponies who seem to have so little in common could ever get along. But I found out that if you embrace each other's differences, you just might be surprised to discover a way to be friends after all.”

“So, who's up for another slumber party tomorrow night? Ugh. How about a week from Thursday? Oh, how about two weeks from Saturday? A month from now?” Twilight asked hopefully they can do another one sometime soon.

“Maybe a month from now.” Applejack kindly answered.

“We’ll have to check our schedules.” Rarity added.

“But we’ll definitely do this again.” Fuli added to which Twilight smiled with glee hearing this as they hear a knock on the door.

Twilight answered and it is Kion and the rest of the Guard as the storm cleared up to reveal a bright and sunny morning as the clouds cleared up.

“Good morning, Twilight.” He greeted as the unicorn trotted in place. “You all ready for our morning patrol?”

She briefly stopped trotting in place before standing cross-legged and holding herself in place tightly. “In just a minute. Be right back.” She politely excused herself with a light grin before she quickly ran upstairs to her bathroom for some last-minute business before beginning their daily morning patrol.

While Twilight relieves herself, Kion takes this opportunity to talk with Fuli about what happened the night she stayed over.

“So I take you managed well here with them overnight?” He asked the cheetah who looked at the other two ponies she spent the night in the library with.

“Oh yeah.” She answered as the two smiled and hugged each other like close friends.

“Any problems with them?“ Kion asked with a slightly concerned eyebrow directed at them.

“Oh, no.” Fuli quickly assured. “It was nothing a little friendship lesson they couldn’t handle."

Both Applejack and Rarity laughed together as Fuli winks at them to make sure that everything went well between them as Twilight returned with the sound of the upstairs toilet flushing after her as she leads everyone outside so they can carry out their daily patrol together.

“Let’s go!” She told everyone as they all made their way back to the Pride Lands together to make sure everything is running smoothly there.

As the Guard leaves the library in the direction towards the portal back to the Pride Lands, unbeknownst to them a lioness with crystal blue eyes and peach colored fur was busy watching over the Golden Oak Library from a large hill before she looked at her leg that is disabled, thinking back to something that happened in the past....

"You're not harming my little sister, you shadowy freak!" She said as she stood in her friend's defense. "Step away from my best friend! You monster!"

"Hahaha....! You simply underestimate me...." the Shadowy figure chuckled before he launched a blade of dark magic that sent them flying back and screaming in pain they fell on the ground leaving her devastated.

"Pathetic..."

The lioness then snapped back to reality upon snapping out of her flashback.

"I can't let him ruin the peace here.... like he did with my pride..." She said as she looked up at the sky, "Where are you...? I miss you...." she whispered as she sheds a small tear that fell on the grass.

Author's Notes:

In this Bottle Episode which solely focuses on the four girls sleeping over together is their first sleepover together with Twilight having one for the first time along with Fuli who goes along with it because she is not taking her chances with the storm nor has anything else better to do at home.

Even though she isn't really into Girly Girl things like Rarity nor isn't afraid to get her paws dirty when the situation calls for it like Applejack she serves as the middle-ground for the two ponies while trying to have a good time with Twilight mostly because of the one time she tried to have her childhood friends get along together resulted in her friendly rival and love interest leaving the Pride Lands for good. A little something to get into Fuli's past while setting up plot points for future episodes.

Nevertheless, the two were able to settle their differences when it counted the most and the four were finally able to enjoy the first slumber party Twilight has while Fuli has the first successful slumber party she's had too.

For an added bonus, is a new character who we'll learn more about starting in "Kupatana Celebration." who will play a major role in this story going forward, who is by the way an idea created by my new assistant co-writer and proofreader PikachuSkitty who was kind enough to want to help me put this story together so make sure to give him credit for his assistance.

Next up is "Eye of the Beholder." with Ono's briefly impaired eyesight coming into place in this upcoming episode.

Episode 10: Eye of the Beholder

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Episode 10:

Eye of the Beholder

Following the peagsus ponies storm the other night, the Guard all prepares for another patrol together. Today they come across Janja and his hyenas again as they plan to try to score wildebeest while creating a cover of dust to keep the Guard all unable to properly spot them out as many of them are having trouble dodging the oncoming wildebeest to avoid getting hit and injured in the process.

“Kion!” Fuli called out as she helped Kion out of the way. “How are we supposed to chase off the hyenas? We can't even see them with all this dust.” She groaned as they struggled to avoid getting trampled.

“I'm sure that's part of Janja's plan, Fuli.” Kion replied as Ono calls out to them from above.

“Kion! Fuli! Look out!” He warned them of an oncoming wildebeest about to run them over to which Twilight quickly teleports them out of the way before they could get hit.

“Kabisa! Whoa! Thanks Twilight! Good eyes, Ono!” He said to both the unicorn and the egret. “Keep 'em peeled for Janja and his clan!” He then instructed of him as Rainbow tries her hardest to subdue the forming dust around them with her wings.

“Peeled eyes? Ew.” He said in disgust thinking he meant literally before locking his eyes on Cheezi and Chungu about to hunt down a lone young wildebeest. “Hapana!” He gasped as he alerted the other members of the Guard. “Bunga, Applejack, Pinkie, Beshte! I see Cheezi and Chungu! They're behind that bush!”

“Let's get 'em.” Bunga declared as they head on over in that direction.

Just as Cheezi and Chungu were approaching their prey, they suddenly find the young one lassoed away by Applejack with Pinkie blasted confetti from her confetti cannon to knock them away.

“Huh?” Cheezi said in surprise.

“What?” Chungu also said just as surprised.

“Twende kiboko!” Beshte said as he charged at the two thus forcing them to retreat.

“Zuka Zama!” Bunga declared as he rides on Beshte’s back while Fluttershy comforts the young animal that would have been prey if it weren’t for Ono’s keen eyesight.

“There, there, young one. It’s okay. You’re safe now.” She assured him as she hugged him.

“That takes care of those two.” He said pleased to his work in progress while Rainbow continues to keep settling the dust around them.

Meanwhile Kion is trying his hardest to avoid getting hit by the wildebeest and nearly got hit by another one to which he is saved in the nick of time by Twilight’s magic as she and Rarity work together to form a mixed pink and blue dome for them stay safe from nearly getting run over.

“Ono! Look for Janja! We chase him off, the rest of the hyenas will go, too!” Kion called out to him.

“Affirmative!” He responded as he looked around and saw Janja attempting a sneak attack just when Twilight and Rarity both work their magic in redirecting the wildebeest from running into them.

“Gotcha now, lion cub and unicorns.” Janja menacingly said as he approached the trio.

“Kion! Twilight! Rarity! Behind you! Look out!” He alerted them just the hyena leader tackles the lion cub as the two wrestle each other on the ground while Twilight and Rarity continue clearing an opening for the two.

“Janja! I thought I told you to stay out of the Pride Lands!” He shouted at him as they try to pin each other down to the ground.

“Did you? I must'a forgot!” Janja responded as he was pinned down before reversing it on him with a punch to the face.

“Kion! Incoming!” Ono alerted him to which Kion had a quick idea to finish it.

“See ya, hyena.” He said as he freed himself from the pin leaving the defenseless hyena knocked up in the air by the upcoming wildebeest striking him which sent him flying away and onto the ground.

He then finds himself being picked up with Twilight’s magic as she sports a devious smirk at him.

“Care to do the honors, Rarity.” She asked of the other unicorn with a raised hoof like a sophisticated gentle mare.

“With pleasure.” Rarity returned with the same proper etiquette as she backs up and then charges at him with a karate like punch and kick to send him flying back over with the rest of his clan.

“I've had enough. Come on, fellows. Let's go!” He then ordered Cheezi and Chungu to cut their losses again as he starts retreating.

“But, Janja! What about the plan?” Cheezi asked.

“Yeah. The dust is still making things hard to see.” Chungu pointed out.

“Yeah, yeah. Dust don't matter when the Lion and Pony Guard has eyes in the sky.” Janja pointed out as he starts making his way up the nearby hill. “Now move it!”

“That's right! Get outta here!” Fuli shouted at them as she caught up to Chungu as Rainbow raised her hooves up ready to plow them into their faces if they don’t leave.

“I'm going. I'm going!” Chungu returned in a haste to avoid getting pumbled again.

“Keep going, Janja! All the way back to the Outlands!” Kion called out to them as they retreated.

“And stay out!” Bunga also shouted after them.

“Beat it you meanies.” Pinkie added.

“Nice job, everyone.” Kion commended everyone for a job well done as they regrouped. “Follow them, Ono. Make sure they leave the Pride Lands.” He then instructed the egret.

“You got it, Kion.” He returned with a salute.

“You heard him! Keep going!” He shouted after them as they climbed the top of the hill. Unfortunately, some of the rocks accidentally knocked aside and down ended towards the fast-approaching egret who got struck by one in his left eye. “Ow! My eye! I'm hit! He screamed as he fell backwards.

“Oh, no. Ono!” Kion called out as he and Fuli watch on in worry as he descends to the ground.

Acting quick, Rainbow quickly flies over at top speed to catch him before he could crash into anything.

“Gotcha!” She said to him as she flew up and then back down as everyone gathers around him.

“Oh, you poor thing.” Fluttershy said in pity for him as she approached him and got Rainbow to hand her over to her.

“Don't worry, Ono. We'll get you to Rafiki. He'll know what to do.” Kion assured him as Fluttershy took the injured egret seeing in one eye under her wing as she flew alongside they running companions as they make their way to the Lair of the Lion Guard under Pride Rock where the mandrill is currently working on a painting while humming to a tune to himself.

“Rafiki!” Kion called out to him.

“We need you, Rafiki! Ono's hurt!” Twilight said as she gestured to the injured bird in Fluttershy’s arms.

“Easy there, Ono.” Fluttershy told him as Rafiki examines him. “It looks like he can’t see in one eye.”

“Ow, my eye.”

“Mmmm, yes you are correct young pony.” Rafiki replied as he speaks to his patient closely. “I see you cannot see. Ha-ha! Dirt in the eye! Not as bad as it looks. Now, down here! Quick!” He then asked of her place on him onto a rock platform as he gathers up leaves for the egret to rest on like pillows to which Rarity took the liberty of conjuring up one for him.

“Okay, it's okay. Just a moment.” He gently assured him while ushering the others who have gathered around to back up a little with a hand gesture. “And a little space.” He asked of them to which everyone expect for Fluttershy who makes sure Ono is comfortably resting on his pillow as Rafiki puts together a mixture from the herbs and leaves from the tree while putting together something else for his eye. “Mmm. Yes, yes. Just enough. Now, hold still, Ono. And... Ah-ha! Yes! There.”

As Ono gets up from his pillow everyone sees that Rafiki has put together an eye patch made of green leaves.

“How's it look?” He nervously asked his friends.

“Hmm.” Bunga thought as he and Fuli look for the right words to describe it.

“Well...” Fuli also pondered as well.

“Oh, is it that bad?” Ono worryingly asked as he cringed.

“No, no. Not at all.” Fuli quickly answered.

“It’s nice.” Twilight then positively answered.

“Pretty fitting.” Applejack also answered just as positive.

“I like it. Green is your color.” Beshte answered.

“I agree.” Rarity added for his sake. “Even though I’ve seen better colors at work.” She said to herself on her thoughts of the rustic cave paintings everyone here is used to compared to the more modern at back at Equestria.

“Yeah, yeah, yeah! It totally brings out your eyes!” Bunga said innocently insensitive words.

“Bunga.” Fuli crossly whispered as Applejack lightly bucks him in the back of the head.

“Did I say your eyes? I mean it brings out your one eye.” Bunga tried and failed to correct himself. “The one you've got left. I mean, I know the other one's still there, but you can't see it. I mean, uh...” He then face-palmed himself as he keeps digging with the shovel here.

“Oh, forget it.” Ono said in deflated defeat.

“Well, I think it's Poa.” Beshte complimented. “And if I ever get dirt in my eye, I want one just like it.”

“Yeah. Me, too.“ Kion voiced in support.

“Me three.” Rarity also said in agreement. “Although preferably something really my color.” She added in a very nit-picky manner.

“So, am I gonna be okay?” He asked the mandrill.

“Yes, yes. Your eye will be fine.” He assured him. “Just wear this eye patch for three days. And no craziness.”

“Three days?” Ono asked in surprise that it has to be that long.

“No craziness?” Bunga also asked as Pinkie looks completely jaw-dropped shocked.

“WHAT?!” She screamed to which Twilight and Rainbow glanced at her for that before shaking their heads while face-hoofing themselves.

“Don't worry, Ono. The Guard can get by for a couple days without you.” Kion assured him. “You need to rest and get better.”

“But I can still help the Guard. Besides, I can see just fine.” Ono tried to insist as he tried to walk and navigate on his own only to accidentally walk face-first into the back wall to which Fluttershy quickly caught placed her hooves on his back to get him to lay back. “Is that wall new?”

“No, but those paintings are.” Fuli answered as she and everyone else look up at said painting on the wall.

“My, my, what have we here?” Rarity asked as she marveled the creations marked all over the cave.

“Yes, yes. Every Lion Guard appears on the walls of the lair. So everyone remembers who they are. Today, I must add all of you to the story of the Lion Guard as well as the Pony Guard.” He explained as he showed them the paintings including the one he is working on now which has designs of all of them on the wall in front of them.

“Poa! So that's Kion. And there's Fuli.” Beshte remarked in amazement.

“And there’s us.” Applejack commented as he gazed upon the paintings of them.

“And that's me! That's me. That's me. That's me. That's me!” Both Bunga and Applejack pointed out to their self-potraits while bouncing up and down much to the annoyance of Twilight who used her magic to zip their lips shut long enough for them to get the message enough is enough.

“Amazing.” Kion complimented as both Rarity and Rafiki still look on somewhat unimpressed with the work of art.

“Amazing to you. To me? Not so much.” Rafiki gave his own criticism when it’s due. “But, they do say that art is in the eye of the beholder.”

“You got what in your eye?” Bunga asked in confusion.

"Eye of the beholder." Ono answered. “It means everyone has their own opinion of what's good.”

“Yes. And this painting, it does not quite have the spirit of your Lion Guard.” Rafiki also added his thoughts as Rarity takes a close look at the paintings.

“Indeed.” Rarity saw his point as she tries to think of what really fits with their image.

“What do you think, Ono?” Kion asked for his opinion.

“Kion, Ono can't see.” Bunga reminded him even though it’s just his left eye that’s put out.

“Yes, I can!” Ono angrily retorted as he flew up and flapped his wings. “And I'm still the keenest of sight. Come on, I'll prove it!” He said as he flew off ahead.

“Ono!” Kion called out to him to stop to no avail.

“Be careful!” Beshte also called out to him as he flew outside.

“Wait up!” Fuli also shouted as everyone but Rarity follows after him as she decides to take a close look at the mandrill’s artwork.

“Hmm. In my eye, it is not yet right.” Rafiki commented as he examined on it.

“Uh-huh.” Rarity replied. “Um, if you don’t mind, think able I can stick around and help and try to see if I can offer some of my artistic vision for inspiration?”

“Of course, of course.” Rafiki answered. “Are you an artist too?”

“Well more like a dress designer but I’ll definitely say I know a thing or two about art myself.” Rarity said as she patted her mane a little as she proceeded to create a portrait replica of the painting in question on her stand so she can paint her ideas and additions.

“Not bad.” Rafiki complimented.

“Aw, thanks.” She giggled before they both focused on the painting in question.

Back outside Ono flies off ahead as the others try to keep pace with him.

“Ono! You should be taking it easy!” Kion advised him which fell on deaf ears.

“Flying is easy!” Ono asserted as he flew around. “I hurt my eye, not my wings. Just watch, you'll see. I can still help the Guard. I can see everything from up here.”

“Please, Ono.” Twilight urged him to listen. “It’s not worth it. You’ll have your eyesight back in no time if you just let it heal.”

But Ono still refused to listen as he looked around with his one eye and saw the Pride Lands around him just fine but not enough to avoid getting knocked aside by a vulture who flew into him by accident.

“Oi, watch where you're going!” The vulture shouted after him but took some interest at seeing the sight of one of the crucial members of the guard’s actions and performance as he falls back down to the ground.

Luckily for him, Rainbow caught him in the nick of time with her super speed before flying back down as Fluttershy held him in her arms.

“Ono, are you okay?” Beshte asked him.

“I'm good.” Ono replied as he recovered from his daze from the impact of the collison.

“Aww.” Fluttershy said in sympathy for him as Applejack’s lesson of learning to back off is sticking through as she can only look on in agreement while very understanding that he doesn’t want to back off from his duties to the Guard. “I hope by now you shouldn’t try to fly off ahead like that.”

“Maybe you shouldn't be flying around with just one eye?” Fuli also suggested as the bird groaned.

“Interesting.” The vulture said as he preyed on the bird’s current handicap.

“Ono, I really think you should take a break.” Kion again reasoned with him.

“But doesn't the Guard need me? I'm the keenest of sight.” Ono tried to plead with him otherwise while placing a high value on his role.

“You were the keenest of sight.” Bunga thoughtlessly commented to which earned him a smack on the head from the farm pony. “Hey? What was that for?” He asked the glaring earth pony as he rubbed the back of his head.

“Of course we do need you.” Applejack honestly answered to Ono with an assuring smile but not sugarcoating that she needs to rest and heal. “We just want what’s best for you here. And right now we think it is in our best interest to have you just rest while your eyesight completely heals.”

“Twilight, Please.” The egret pleaded with the other leader of the Guard to back him up here who can only return an apologetic look as she voices reason into him.

“Look Ono, I understand you don’t want to miss out being with the Guard and I’m sorry you’re hurt. But I’m afraid Kion’s right because your health comes first and you’re going to have to take it easy and rest for a while.” Twilight sympathetically explained. “If you try to do something and you’re not careful you could end up hurting yourself even more or worse crippling yourself to the point you can never see again.“

“Never again!” Ono exclaimed in worried fright at the thought crossing his mind as Kion again calms him down.

“Don’t worry Ono, that won’t happen. You just need to get better. You'll be back on duty in no time.” He then assured him he’ll be fine. “But for now, let's get you back to the lair.”

“Okay.” Ono said in defeat as Fluttershy carries him back there while the rest of the Guard follows them as the vulture watches seeing this crippling information worth sharing before flying away.

“It’ll be okay, Ono.” Fluttershy said very comfortingly as she cradled him. “You’ll have your best animal companion nursing you back to health and she’ll make sure you’ll be back on patrol with us in no time all.”

Back at the Lair of the Guard as Fluttershy tends to Ono as she watches over him, Rafiki and Rarity both examine the paintings from the portrait and the cave painting as the unicorn is now wearing an art cap as she and the mandrill both examine Kion and Twilight as they pose for the two to get some ideas of how to improve his most recent painting of the Guard.

“Hold still, Kion.” Rafiki instructed of him.

“You too, Twilight.” Rarity also asked of her as they both try to maintain their posture while sporting smiles.

“How does it look?” Kion asked while he kept up his smile not evening changing his facial expression as he and the unicorn both feel like they have never smiled this much before.

“Uh, it is still not right.” Rafiki replied as he still looks at the image he had just created as Rarity looks back at her portrait and can only shake her head as she too has yet to find what is needed to make it great in their eyes.

“Try painting him in action. Like this!” Pinkie suggested as she mimicked a lion growl.

“Ha, ha, ha!” Bunga laughed and really liked her lion imitation and then did it himself. “Now you try it.” He then suggested to the lion.

“Like this?” Kion asked as he mimicked a growl that looked rather silly.

Twilight couldn’t help up giggle as she covered her mouth with her hoof.

”No, no, no. You need to look more like a lion.” Pinkie advised him as Bunga climbed up to where he and Twilight were standing while making an expression just as silly as the one Kion presented to which Fuli chuckled in amusement.

“How can Kion look more like a lion?” She asked as Bunga got in between the lion and unicorn.

“Like this.” Bunga answered as he pushed Kion into stepping one paw on the rock up front while getting him to try to look fierce as he gets him to stand on his hind legs. ”Ah. See? Now put your chin out, like you mean it.”

Rafiki turning back to see this did not find anything inspirational from Bunga and Pinkie’s attempts to lighten the mood nor Rarity did find it was the right time for them to be trying to indulge in their silly antics as Bunga’s attempts only succeeded in tickling Kion instead.

“Bunga, that tickles.” He said as he giggled as the party pony examines him along with Twilight.

“Okay, Twilight. Now you try the same.” Pinkie suggested as the unicorn gets into a fighting stance as she looks like she is going to charge. “Perfect!”

“Hmm, Kion, you're not looking very lion-y.” Bunga said as he continues holding Kion up. “Let's see. Hmm.”

He then let’s go of him to which Kion couldn’t keep himself standing like that once the support was lifted.

“Whoa! Bunga!” Kion exclaimed as he fell on his face.

“Was that action enough for you, Rafiki?” Fuli asked while finding this amusing entertainment yet finding Twilight’s pose fitting the bill of fierce leadership.

“Hmm, yes.” The elderly mandrill uttered with annoyance as Rarity locks her eyes on painting Twilight’s new portrait.

“Wait a minute. I know. Paint us in action.” Bunga said as he and Pinkie did multiple fighting poses as he grunts and growling faces as they makes their moves yet accidentally flip two empty gourd shells onto their heads.

“But don't paint us like this.” Pinkie kindly asked of them as Kion couldn’t help but drop to his paws while finding it very funny while Twilight still kept up her new pose.

“Sorry, Rafiki.” He quickly apologized upon seeing the mandrill glancing at him not finding it humorous.

“No, no, no. Thank you for the help.” Rafiki replied as he then tries to think to himself. “Now, please. No more help. I need to think in peace.”

“Everyone please! This is a very critical moment for him so everyone hush.” Rarity shushed everyone as she tries to ensure Rafiki has quiet time to think about what he wants his image of the Guard to have.

Alas, his attempt to do so is interrupted when Beshte speaks up as he comes inside with Applejack and Rainbow Dash accompanying him.

“Hey, you guys.” Beshte called out.

“We have some news.” Rainbow loudly added to Rarity and Rafiki’s annoyance at their sudden interruption.

“No please. March right in we’re not concerning or anything.” Rarity returned irritably as Rafiki could only sigh in disappointment.

“No peace here.”

“Sorry to interrupt. But we just came across something you all should here.” Applejack apologized as she tipped her hat to him before turning back to everyone else to explain what they have to tell them.

“So what's the news, Beshte?” Kion asked as he leaps down while the others gather around them.

“Oh, it's really important. See, we were just down at the watering hole. And my friend Kulu? Her cousin overheard some buffalo talking about something his sister saw earlier today when she was over in the canyon near Chakula Plains. Poa! I'm glad I was there to hear about it.” Beshte explained leaving both Kion and Twilight wondering how this is important as Applejack and Rainbow wonder why he suddenly stalled in telling them.

“And what was it, Beshte?” Twilight asked expecting an answer.

“What was what?” Beshte asked in confusion to which Fuli groaned in response.

“What your friend Kulu's cousin overheard the buffalo's sister say she saw from the canyon!” Fuli clarified now feeling exasperated out of her mind at this point.

“Oh, right.“ Beshte added as he now remembered before Applejack and Rainbow could even think to tell them what they need to tell them. “I almost forgot the most important part. She saw Janja and his hyenas on the ledge overlooking the plains.”

“Janja? Back in the Pride Lands?” Kion expressed his surprise hearing this. “He wouldn't come back unless he was planning something.”

“Anything more to add on that?” Twilight asked so they can have a better idea of why they would be around as Kion turned away to think about what is their angle this time.

“Mmm. Oh!” Beshte then remembered again of why. “Did I mention there's a herd of zebra grazing there?”

“That's it!” Kion said as he now put the pieces together. “Janja's planning to attack the zebras!”

“Come on, we have to get to Chakula Plains!” Twilight ushered everyone there as she and Kion lead the way with most of the Guard following them.

“Till the Pride Lands' end...” Kion began as everyone but he and Twilight finished their battle cry together. “Lion Guard defend!”

“Most of the Lion Guard, defend.” Ono said while still feeling left out as Fluttershy leans in.

“It will be okay.” Fluttershy said to him to try to comfort him again. “It’s not forever you’ll be blind in one eye.”

“I know, but I still feel left out and want to help.” Ono responded while understanding why he has to remain here as they turn their attention to Rarity and Rafiki who are both focusing on the latter’s attempted creation but with very little success.

“Ah! Why, why? It is still not right!” Rafiki said in frustration as he walked off ahead as Rarity essentially tosses the painting out of the lair like trash nearly hitting Ono in the process.

“Arrgh!” She said in frustration before reacting in surprise upon realizing her near-mistake. “Oh, my apologies, darling.” She said as she recoiled and blushed in embarrassment. "I didn’t mean to nearly hit you, it’s just I too am having a hard trying to find out what truly fits here.” She said as Ono flies over to see their work in progress.

“It looks fine to me, Rafiki. It's just like all the other Lion Guard paintings.” Ono commented finding nothing wrong with it yet nothing out of the ordinary.

“That is the problem.” Rafiki voiced of why it doesn’t quite suit well enough as he placed a hand on chin as he ponders the thought. “The new Lion Guard, it is not like the others! Furthermore, there is a new Pony Guard. Yet, it should be simple. Their leaders and those they lead.” Then suddenly an idea springs through Rarity’s head.

“That it’s Ono!” Rarity exclaimed as she figures it out when it truly needed. “That’s it!” She said as she accidentally slapped Ono face first into the ground. “Oops, Sorry.” She said now looking really embarrassed as she and Fluttershy help him up.

“Ha-ha! Of course!” Rafiki said as he got the same idea Rarity is thinking as she starts creating a new painting with her new vision about to be created. “Kion! Twilight! They don't just lead you. You are all friends! Yes. Yes! You all belong together!”

“We do belong together. All of us.” Ono said as he comes to same conclusion. “Eye or no eye, my place is with the Guard.” He said with determination to be there for them as Fluttershy flies after him. “Thanks, Rafiki! I gotta get going if I'm gonna catch up with them!”

“Wait for me!” Fluttershy called after him as Rarity runs after them while leaving her art cap behind.

“Sorry, Rafiki, gotta go help my friends.” Rarity apologized as she briefly turned to face him as she ran out figuring that Rafiki can take things from here.

At the gorge, Janja is looking down below as he makes sure everything is in place as he is preparing for the Guard’s arrival after hearing they’ll be without Ono for quite some time.

“There.” Cheezi addressed his boss as he moves the pile of rocks they need for his plan. “Why're we doin' this, Janja? We can't eat rocks.”

No sooner he asked that, Chungu is just trying to eat a rock only for it to drop out of his mouth when Janja eyes him with the “What are you doing?” look.

“What?”

“All part of my plan.” Janja told them with a confident smirk.

“To eat zebras?” Chungu stupidly asked.

“The zebras are just the bait.” Janja irritably explained to his dimwitted companions.

“To catch bigger zebras?” Cheezi also stupidly asked.

“No, fur brains!” He exclaimed in annoyance as he tries to get them understand they are setting a trap up for the Guard. “To trap the Lion Guard as well as their little pony friends!”

“Uh, we're gonna eat the Lion Guard along with their pretty pony friends?” Chungu again asked cluelessly as Janja’s patience is starting to wear thin.

“No! We're going to...” Janja again tried to get through to him as they hear Kion’s voice down below.

“Hurry! This way!”

“Shh. Here they come now.” Janja whispered to them as the Guard all makes their way to protect the zebras from them.

“This is the fastest way to the zebras! Come on!“

“Now!” Janja commanded them to knock the pile of rocks down to the bottom to which nearly struck them all as Applejack quickly pulled Rainbow away by her tail with her teeth before she could be hit.

“Whoa!” They all screamed as they skidded to a complete halt.

“Quick! We'll have to take the long way round!” Kion commanded everyone as they tried to turn back yet Janja is one step ahead of him.

“That's what you think.” He said as pushes a giant boulder off of the ledge which bumped into another giant boulder to create another rock slide.

“Whoa!” Everyone screamed as the rocks come down hard.

“Not again!” Bunga exclaimed as Pinkie got completely bug-eyed at the sight of the oncoming rocks with “X’s” in her eyes as she screamed.

“AAAHHH!”

“Take cover.” Kion yelled out to everyone as Twilight works her magic to create a force field to protect everyone from the avalanche.

Once the dust was settled, Twilight then canceled her magic as they recover from the near accident that almost fell on them.

“Everyone okay?” Twilight asked everyone as they all reply “Yes.”

“Yep.”

“I'm good.”

“Me too.”

“Me three.”

Beshte, Fuli, Rainbow and Pinkie all replied in that order.

“Let's do that again!” Bunga eagerly seeked to do much to Twilight incredulousness.

“Right.” Kion said while rolling his eyes somewhat sarcastically. Thanks, Twilight.” He then said to her with a smile.

“No problem.” Twilight kindly replied as they direct their attention to the rockslide that had just occurred and had trapped and blocked them where they are now.

“Heyvi kabisa!” Kion exclaimed as he sees what had just happened.

“What are the chances of two rock slides making two walls in one day with us in the middle?” Fuli angrily questioned of how and why this happened

“No chance. This is Janja's doing.” Kion correctly deduced as said hyena makes his voice well heard.

“You got that right, Kion! You're trapped! I win!“ He victoriously shouted as he cackled evilly. “Looks like we're dining on zebra today. And you can't do nothing to stop me!“

“Don't even try it, Janja!” Kion shouted after him as he tried to climb up to get to him yet couldn’t maintain his grip as he slid back down.

“How you gonna stop me, lion cub?” Janja taunted him as the ponies look on unimpressed with Rainbow flapping her wings with her hooves crossed. “You're all the way down there! Aw, poor little Lion Guard and pony friends. Protectors of the Pride Lands. Stuck behind a big ol' wall.” Kion glares at him while vowing to them that they will not get away with this. “You fell right into my trap. Or my trap fell right onto you!” He and his clan laughed as they turned away in the direction of the zebra’s. “Come on, boys. All the zebra you can eat. And more.”

“Now you're talkin'.” Chungu eagerly voiced his delight at a real meal ahead as they all triumphantly sing and make their way towards the zebra grazing grounds.

“Now we get it.” Chungu said as he gets the idea.

Twilight simply uses her magic to teleport Pinkie and Applejack and herself to the top of ledge while Rainbow just flies her way up.

“Man are those hyenas are stupid or what?” Rainbow commented as they look down at those who are still trapped down below.

“No kidding.“ Applejack honestly agreed not even sugarcoating either of how they failed to think things through again. “They didn’t even account for the fact that unicorns have magic nor that peagsus ponies have wing that they can both use to easily get out of this ditch here.”

“What are you waiting for, Kion? Use the Roar! Blast that wall!” Bunga encouraged Kion as he voiced his reservations on how to use it as Twilight thinks of an idea for it in her mind.

“I can't, Bunga! The zebras are right on the other side. The rocks could fly out and hurt them.”

“Oh, right.” Bunga then remembered as he thought of another idea. “Then blast this wall. We can go around the long way to get to the zebras, and then... Oh.” He then realized mid-sentence of the downside of that plan as well.

“Then it'll be too late.” Fuli told him as Beshte thought of an idea on how to get themselves out.

“I think I can move this rock.” He proposed. “Maybe it'll make an opening big enough for us to squeeze through.”

“Worth a try. Go for it, Beshte.” Kion gave his nod of approval to do so.

“Twende Kiboko!”

Beshte then tried to use his strength to do so but the rock pile was too big and un-sturdy to create an opening as they nearly crush him from above causing Twilight to freeze the rocks from crushing the hippo with her magic.

“Beshte! Watch out!” Kion alerted him.

“Uh-oh.” Beshte said as he narrowly dodged the oncoming rocks that Twilight was unable to stop.

“Beshte, you okay?” Kion asked.

“I'm okay.” Beshte replied. “Sorry that didn't work.”

“Don't worry, Beshte.” Kion holds nothing accountable against him. “We just have to come up with something that will work.”

“Guys, guys!” Ono called out to them as he flew over to them with Fluttershy and Rarity following after him.

“Ono!”

“Hey, ya, Ono!”

Both Fuli and Bunga happily greeted them.

“I don't know if I can help, but I'm here.” Ono vowed with determination even while only blind in one eye.

“You flew all the way here? You must be feeling better.” Beshte complimented as Ono took it rather humbly.

“Well, I still can't see very well.” He honestly told them as if it wasn’t easy.

“And it wasn’t completely easy.” Fluttershy noted to back that up with.

“It doesn't matter. You flew here. And that gives me an idea.” Kion voiced of a new plan in mind. “Ono, I'm gonna use the Roar to blast those rocks. Fly over to the zebras and get them to move away from the canyon.”

“Or we can just teleport and fly our way out.” Bunga commented on the ponies already on high ground.

“Actually…” Twilight spoke from above. “I have another idea in mind now that Ono is here.” She said as she teleported back down to tell the others of what she is thinking of and once everyone heard of her idea everyone was on board with it.

“Ono, since you’re here, you think you and Fluttershy can get the zebras on the other side to get away from the canyon so Kion can use the Roar to clear an opening?” Twilight asked of him.

“Easy enough.” Ono replied with a nod. “You got it, Twilght, you too Kion.”

The two then flew off ahead while Twilight then gives Kion one more piece of information before teleporting back up top.

“You may roar when I give the signal.” Twilight told him before regrouping with the others on top of the edge of the cliff.

“Excuse us, everyone please follow us away from the canyon.” Fluttershy made her voice heard as she talks to the zebras.

“Now, hurry. This way! Don't push!” Ono ushered them to follow them as he flew ahead only to turn back when they didn’t budge an inch. “Oh, come on. Perhaps we've failed to emphasize the importance of following me.” He then urgently told them to get them to listen to them.

“We're eating here. Can't you see that?” Thurston replied as he continued to eat while completely oblivious to what’s about to happen.

“I can see. But what you can't see is that the hyenas are coming!” Ono then barked out of how exactly their lives are in danger if they don’t move.

“Hyenas? You guys chased them out of the Pride Lands yesterday!” Thurston indifferently responded.

“That's what we thought!” Ono explained to them as Fluttershy could not comprehend why it’s so hard for them to see that. “Except when we were chasing them, I got sand in my eye. It made it hard to fly. I still tried, but I accidentally dive-bombed my friends, and they...“ He then said as he gets an idea at the same time Fluttershy decides it is time for their next approach. ”They all had to run. Be right back.”

Both Ono and Fluttershy flew away before the former makes a charge at the zebras while yelling of the top of his lungs.

“Move it!” Fluttershy then yelled out to them to startle them.

“Panic and run! Panic and run!” Thurston barked at his herd as they all did as he said.

“Good work.” Ono complimented as the peagsus shyly blushed.

“Thanks. Though I really have to give credit to Twilight giving me lessons on speaking up following our encounter with the dragon.”

“Well it looks like the lessons are paying off because we now got them on the run.” Ono said as they watched the zebras all scatter away just before the hyenas could arrive.

“Hey. Where's lunch going?” Cheezi asked as they see the zebras on the run much to their surprise.

“Nowhere.” Janja growled at the sight. “Come on, boys. After them!”

Fluttershy and Ono both look on pleased at their success before they flew back over to the others.

“Well?” Twilight asked.

“We did it.” Fluttershy replied.

“Yep!” Ono added as he regrouped with them. “The zebra are on the move! Kion’s all clear to roar!”

Twilight then looked down and raised her hoof up to signal to him that the zebras are out of harm’s way as they prepare to watch the Roar in action.

“Everyone, get behind me.” Kion then ordered the others down below to do so as they quickly did so.

Kion then uses the Roar to blast the rocks away and just at the right moment happened when Janja and his clan appeared right in front of it with their backs turned.

“Uh-oh.” Chungu commented at the sight as they all knocked away by the Roar’s powerful blast which created a dust cloud to which got the zebra’s brief attention.

“How's the plan working now, Janja?” Kion yelled out to them as they all approach them.

“I got plenty of plans, Kion.” Janja retorted before fear took over him. “Uh, New plan, fellas. Run!” He commanded his companions to do so as they all cower away from the large and powerful protectors of the realm who then back off from pursing them seeing that they know to go back to the Outlands due to the plan crumbling to dust.

“You haven't seen the last of me!” Janja called out as he retreated from them.

“Good job, Ono. We couldn't have done it without you.” Kion commended him for his crucial role in stopping them.

“You really pulled through for us this time.” Twilight added as she briefly looks aside to Kion to wink at him of how the plan worked wonders of getting Ono to shine here.

“Just glad to be back on the team.” Ono gratefully spoke that he can now partake in patrols and missions with the Guard again.

“You were always on the team, Ono.” Kion assured him that being out for a day doesn’t make him any less of a team member.

“You always were.” Twilight repeated to which Ono warmly smiled hearing this from them.

Back at the Lair, Rafiki is now putting the final touches on his new painting of both the Lion Guard and the Pony Guard together while taking in some of Rarity’s creative and modern touches on it. By then Ono’s eyesight has completely healed.

“Yes, yes, yes. Now it is right. The leader of the Lion Guard and his friends.” Rafiki voiced his stamp of approval just everyone gathers to see the work in progress.

“It's perfect, Rafiki.” Kion said as he turned to the egret. “What do you think, Ono?”

“I think it's the best painting I've even seen.” Ono answered to which Rarity squealed with glee hearing it.

“That means a great deal to me and Rarity. Coming from the keenest of sight.” Rafiki replied in response as Rarity pumps her hooves up in excitement that her newly found artistic vision worked wonders and helped the mandrill a great deal as he tapped on the painting with the images of the Guard which had both groups get together to form a pyramid with Applejack, Fuli, Pinkie, and Beshte on the bottom, Fluttershy, Bunga, Rainbow Dash, and Rarity on the next row, Kion and Twilight on top with Ono flying over them.

As this happened everyone voiced their amazement over the final and finished design as the ponies especially Twilight look on very impressed that Rafiki has some magic with his staff to make that happen.

“Poa!” Beshte remarked.

“Nice.” Fuli complimented.

“Very magical.” Twilight also said very impressed with what he had just did.

“This Lion Guard is best together with the Pony Guard when friendship is magic.” Rafiki said as he and Rarity look feeling very satisfied with their accomplishment at achieving the artistic vision they wanted to reach here.

Episode 11: Kupatana Celebration

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Episode 11:

Kupatana Celebration

In Mizimu Grove, Zazu was conducting a group of animals who were singing for the Kupatana Celebration.

Our Kuptana Community

Up to 0:25

Then Mbuni, the giraffe started singing in a different language as Zazu winced and stopped everyone so he can correct that. "Oh! Mbuni, it's ma-un-de-lay-e-oh, ya uhhi. Remember that for tonight!"

Mbuni nodded, "Mmm-hmm." and the animals began singing again.

Music plays from 0:25 to 0:30 throughout the rest of the scene in the background.

A distance away from Mizimu groove, Simba, Celestia, the Mane Six and Lion Guard were watching and listening. Simba turned to Beshte.

"Your dad is sounding good, Beshte." He complimented.

“Indeed, a very harmonious voice.” Celestia added as she smiled.

"Thanks, Your Majesties." Beshte thanked. "He's been practicing. It's not every day you get to be a part of the Kupatana celebration." Beshte then added with a smile.

"Well, considering Kupatana only happens once a year..." Ono noted.

"And I can't wait! It's the biggest party in the Pride Lands!" Bunga said with joy.

"It's not just a party, Bunga." Kion recalled.

"Yes. Kupatana is the one day all the animals in the Pride Lands gather side-by-side, to celebrate the Circle of Life in peace." Simba explained.

“Wow, sounds very peaceful.” Twilight said.

“And very calming.” Fluttershy added.

Fuli sighed, laying down, "Yeah. It's the most peaceful day of the year!"

Suddenly, they heard distance yipping and hyena laughing.

"I spoke too soon." Fuli grumbled in annoyance.

Ono flew into the air and saw a small jackal pup and a peach-colored lioness cub being chased by Janja and his hyenas. "Yep. It's Janja and his hyenas. They're chasing a little jackal pup and a lioness cub though the Outlands."

“A lioness cub? What’s she doing in the Outlands?” Besthe wondered.

Kion sighed seeing that their paws are tied here, "The Outlands. I wish the Lion Guard defended the Circle of Life out there, too. But we don't..."

"Kion, today is Kupatana. And not just here in the Pride Lands. The spirit of Kupatana extends to all the animals in the Circle of Life. Even those in the Outlands." Simba said to his son to encourage him otherwise.

“Of course. You're right, Dad! Lion Guard, let's go! We're gonna save that pup!" Kion said turning to the guard.

"You got it, Kion!" Beshte said.

"Zuka Zama!" Bunga added.

“Come on girls, let’s go!” Twilight added.

"Till the Equestria and the Pridelands’ end..." Kion and Twilight started as they started running.

"Pony and Lion Guard defend!" the others said.

In the Outlands, the Jackal pup and lioness cub were panting from all the running while Janja and his clan were closing in, There they go! Come on, fellas!"

The hyenas laughed but the pup and cub jumped over a rock and the hyenas skidded to a stop and crashed into the rock. The lioness cub growled seeing a dead end while the Jackal Pup laughed as the hyena leader has some words to say to them.

"Oh, you jackals are so annoying! We just chased ya out of our den yesterday. And now you're back? Guess I need to make an example of ya! And I thought I got rid of you, you disabled lioness! Guess it’ll have to make an example of you too!"

The lioness cub snarled at the hyena clan extending her claws.

"Not today, Janja!" Kion and Twilight came and bashed Janja away. Janja grunted and Kion growled at him.

"Hey! Hey! Easy on the fur!" Janja growled, "What're you doing in the Outlands, anyway?"

"Making sure you let that pup and cub go!" Kion replied.

"Yeah! Don't you know today's Kupatana?" Bunga asked the hyena leader.

"Ku... Ku... Kupatana?" Janja laughed seeing a perfect opportunity for them on the spot, "Okay, Kion. You want the jackal? He's all yours!"

"Uh, okay." Kion said, confused.

"C'mon fellas. The Lion Guard's doin' us a favor today!" Janja laughed as he left with his clan, "Merry Kupatana!"

The Lion Guard and the others were confused as well,

"That was different." Ono said.

“That was too weird...” Rainbow pondered of his true motives for being willing to easily back away from pursing the jackal pup.

"Yeah. You think Janja celebrates Kupatana, too?" Beshte asked.

"I seriously doubt it." Fuli replied while trying to think of exactly why he did what he did while Applejack wonders the same question too.

"Thanks, you guys! You were awesome! You were like, "Let the jackal go!" And they did!" The jackal pup said happily.

"Yeah. But why?" Fuli wondered.

"Well, I'm glad we could help, um..." Kion started.

"I'm Dogo. And you guys must be the Lion Guard! You're the coolest! You just looked at the hyenas and they ran away!" Dogo said.

"Yeah. We have that effect on no-goods." Bunga said confidently. “And what about you lioness, aren’t you gonna thank us too?”

The lioness just gave Bunga an annoyed look and turned her head, “Hey! Rude much!” Rainbow Dash exclaimed.

“I could have handled them myself…” the lioness stated as everyone got a good look at her.

The lioness had peach colored fur with a cream underbelly and swirls underneath her eyes with crystal blue eyes and ears tipped with white fur along with the tuft of fur on her tail.

“Yeah, five hyenas, versus one lioness, do you really wanna take those odds?” Twilight pondered.

“Twilight’s right darling, those ruffians would have seriously harmed you.” Rarity added, which only annoyed the lioness some more.

“Look, I don’t need any help from any creature.” she said sharply in a threatening tone.

“Then why do you have what looks like a blanket made from leaves around your body?” Ono asked. He was right, the lioness did have a blanket made from leaves around her body, specifically her right front leg, back and an eye patch.

“That’s none of your business…” the lioness growled before she walked off in a huge huff.

“Ugh, well that was rude.” Rainbow Dash growled not taking kindly to her attitude. “We saved her life and we don’t even get a thank you.”

“Eh, I’d say leave her alone.” Fuli said not to worried about it.

"You're safe now, Dogo. But I'd stay away from Janja's territory if I were you." Kion advised.

"Are you guys going back to the Pride Lands? I know I'd be safe there!" Dogo brought up.

"Don’t you need to get back to your family, Dogo?" Beshte asked and Dogo sighed sadly, "I'm all by myself. But I know there are lots of friendly animals in the Pride Lands! Can I please come with you?" he gave them the big puppy dog eyes and everyone went "Aw."

"Well, it is Kupatana. Okay, Dogo. You can come." Kion said.

“What about the lioness cub, Kion?” Bunga asked. “Are we seriously gonna leave her out here in the Pridelands too?”

“Bunga does have a point, what if she’s hiding some horrifying injury under those leaves! What if it's infected?!” Fluttershy said with worry over the lioness's well-being.

“Easy Fluttershy, I’m sure the lioness will be fine on her own here. Like she said, she doesn’t need our help.” Rainbow scoffed in bitterness towards her cold attitude as Dogo yipped happily while Fluttershy still remains doubtful that she'll be fine on her own and is truly hiding something from them.

A distance away was the jackal pup's mother, Reirei who gasped happily at what she was seeing,

"That's the signal! He did it!” an adult female Jackal laughed, “The plan worked! The Lion Guard rescued Dogo. Just like I knew they would. We're getting into the Pride Lands just in time for Kupatana!"Goigoi, her mate, was sleeping nearby and Reirei hit him to wake him up, "Goigoi! Wake up!"

Goigoi got up with a gasp, "Aw, I was sleeping!"

"You're always sleeping. Listen! Dogo convinced the Lion Guard to invite him into the Pride Lands. And when you invite one jackal..." Reirei started.

"You invite us all! I'll go round up the boys!" Goigoi finished.

"All those animals coming together in "peace" for Kupatana." Reirei laughed, "They'll never know what hit them!"

A distance away from the shadows, the lioness from before heard Dogo’s yelp. “Oh those idiots… sigh…obviously they don’t know what happens when you add a Jackal pup to your home…” she grumbled to herself. “Guess I have to go and get them out of this eventual jam.”

Meanwhile, back in the Pridelands, Dogo, was walking through with the Guard.

"You sure about this, Kion? It seemed like Janja couldn't wait to get rid of this jackal and that lioness!" Fuli asked, still suspicious.

"It does seem odd." Ono agreed.

“Well hyena’s are known to kill jackal pups and lioness cubs to eliminate further competition to food in the future. I wouldn’t deny that was Janja’s plan.” Twilight said knowingly.

"Well, I think we should at least give Dogo a chance." Kion reassured as Applejack remained skeptical of the idea as something in his eyes don’t scream entirely innocent to her.

"You picked a great day to get chased by hyenas, Dogo!" Beshte said to the Jackal pup.

"I did?" Dogo asked.

"Oh, yeah. Tonight, all of these baobab trees will bloom for the very first time." Beshte explained.

"And all the animals in the Pride Lands come here to watch!" Bunga added. "It's what we call "Kupatana."

"I've heard about Kupatana. But I've never seen it! I can't wait!" Dogo yipped happily.

"Whoa, whoa, whoa! You can't invite him to Kupatana. He's an Outlander." Fuli quickly rebutted.

“Yeah, I agree with Fuli, no way are we inviting him to Kupatana for many reasons, starting with your dad.” Rainbow addedin agreement.

"Outlanders never come to Kupatana. Right, Kion?" Ono said.

"Well, we've never had a guest from the Outlands on Kupatana before." Kion said. "But Dogo's just one little jackal and It might be good for them to learn about Kupatana. Come on." Dogo followed Kion. The jackal pup continued to yip excitedly as he followed the Guard.

"Here you go, Dogo." Kion led the pup to a spot on a small hill. "You can make yourselves at home on this hillside."

"Thanks!" Dogo said, sitting down side by side on the hill.

Kion smiled to the pup before turning to face the rest of the Guard. "Now, let's split up so we can finish our patrol in time for Kupatana. Fuli, Bunga, Beshte, head to the watering hole." he told the fastest, bravest, and strongest. "Ono, Twilight and Girls, you're with me." he glanced at the egret and the ponies beside him. "We'll meet up back at the lair once we're finished."

The group split up into their respective teams.

As Fuli, Bunga, and Beshte walked along the watering hole, Beshte wished a 'Happy Kupatana' to every animal he saw from Ma Tembo, the leader of the elephants, to Mbuni the ostrich leader. "Heya, Dogo." the hippo said as the trio walked past the sleeping pup.

"Dogo?" Fuli repeated, the three of them looking back at the pup, who was snoring.

"He's so cute." Bunga couldn't help but smile.

Fuli rolled her eyes, "Yeah, but this is Muhanga the aardvark's den." she noted. "He can't stay here."

Behste nudged the jackal pup awake, "You got your own spot on the hill, remember?" he reminded. Dogo smiled and padded away. "Poor little fella. Must've gone for a walk and gotten lost."

The three walked on and spotted Dogo sleeping in another aardvark den. After waking him up and telling him to leave, they spotted him again. "Seriously?" Fuli groaned. "Hey!" she tapped the pup with her paw, only this pup's eyes were brown, not blue.

"These are aardvarks' dens!" the cheetah informed. "You can't stay here!"

Suddenly multiple jackal pups popped out of the other dens, all yipping. "Uh...you guys are seeing double too?" Beshte asked his two friends.

"More like triple." Bunga corrected.

"Seriously?" Fuli repeated.

Muhanga and her mate Muhangus approached their dens and were angered by the sight of jackals in them. Fuli assured the aardvarks that the Lion Guard would handle the situation.

"How are we going to handle this?" the cheetah asked the honey badger in a whisper.

"Only one thing to do." the badger whispered back before he and Beshte shouted.

"KION!"

“TWILIGHT!”

"Was that Beshte and Bunga?" Rarity asked.

"Ono, what's wrong?"

“Rainbow, take a look!”

Twilight and Kion called up to the egret and pegasus.

"Hapana! Kion, you better see this for yourself." Ono said.

"Come on." Kion said and they all raced over to the area that held some aardvark dens and they saw a tons of jackal pups.

"Hevi kabisa!" Kion gasped.

“What in Equestria!” Twilight added.

"That's a lot of jackals!" Fuli added.

Kion approached the group and asked, "Where is Dogo?"

"You looking for my boy?" a female adult jackal asked, appearing in front of Kion.

"Who are you?" Kion asked.

"Didn't mean to startle ya. I'm Reirei, Dogo's mom. And this..." Reirei turned and saw Goigoi in an aardvark den, "Goigoi, get out here!" Goigoi came out, with a fruit in his mouth, "...is Goigoi, Dogo's dad."

"Hey! That's our den!" Muhangus said.

"And our fruit!" Muhanga added, upset.

"It's such a lovely den." Reirei said to the aardvarks." Goigoi slurped up the fruit in his mouth, "And the fruit's delicious!"

"We didn't say you could eat it!" Muhangus growled.

"You took our stuff without asking! You're thieves!" Muhanga said.

Reirei chuckled, "Thieves? Us? Never!"

"Enough! Which one of you is Dogo?" Kion asked. Dogo came up to him, "I'm right here, Kion."

"Dogo, I thought you said you didn't have any family." Kion asked with suspicion.

"Uh, no. I said I was all by myself." Dogo reminded.

"Which he was, at the time! My son always tells the truth. But when he went into the Pride Lands, we had to follow him. You can't expect a little pup to live in a strange place without his mom and dad. Right, Goigoi?" Reirei asked, but Goigoi was fast asleep on his back. Reirei kicked him and he woke up, stammering, "Whatever you say, dear."

"And we couldn't leave our other kids alone in the Outlands. What kind of parents would do that?" Reirei gave Kion the 'puppy dog eyes'.

“Well…. That is a good point…” Twilight said unable to counter argue with that.

"Okay, yeah. I can see that. But..." Kion started but a cry for help came, "Ah! Help!"

"Kion! Mbeya the rhino... He's trapped in a mud pit. All the way over at Lake Matope." Ono called out.

"We'll need to get moving." Beshte said.

"Okay, Reirei. You and your family have to stay away from the aardvarks' dens. And food. Got it?" Kion ordered.

"Oh, yes. And I'm so sorry for any misunderstanding." Reirei apologized.

"Pony Guard and Lion Guard, follow me!" Kion ordered and the entire Guard went off.

"Come on, kids! Let's leave these nice aardvarks to their business. We'll find someplace else to go." Reirei said.

"Yeah, you do that." Muhangus called as the jackals all moved off.

"You were right, Reirei. The Pride Lands is filled with great things to take." Goigoi said with glee.

"Just wait for that big old Kupatana celebration." she gasped. "All the Pride Land’s animals in one place! Mmm-mmm. Now, let's help ourselves to more of the Pride Landers' generosity."

"But, Mom, won't Kion and the Lion Guard get mad and kick us out?" Dogo asked.

"Dogo, Dogo, Dogo. Today is the one day these silly Pride Landers will let us get away with anything. Right, Goigoi?" Reirei stated, turning to her mate.

"Yup! Because it's Kupatana." Goigoi laughed.

"We can do whatever we want. As long as we do it jackal style!" Reirei hissed and music began to play as Reirei and the Jackals sang while the others dance to the tune as she demonstrates her strategy of acting nice and polite while taking things from other animals along the way.

Jackal Style

When the song was done, the Jackals were surrounded by upset animals over the stolen goods they have collected. “Oh dear, has there been another misunderstanding…?” Reirei asked.

“There is no misunderstanding….” a voice came and two elephants moved out of the way…. And the lioness from before approached the jackals.

“Oh… you…. What are you doing here, Kyoga?” Reirei asked.

“I saw your little trick on the Lion Guard and Pony Guard. I’m here to prevent you from disturbing the peace, by making you give these animals their food back…”

“Hevi kabisa! What’s going on here?” Kion asked and the animals turned and saw him and the Guard all covered in mud.

“These Jackals took out food and invaded our homes…” an Elephant stated.

“Okay, Okay. Nothing to see here. Move along." Ono called as he moved the animals back.

"I'm sorry, Kion. I just don't understand why everyone's so upset." Reirei said with an innocent look.

"Yeah. We didn't take anything from the aardvarks." Goigoi said.

"What about all these other animals?" Kion asked with a raised eyebrow.

"Oh, them? Well..." Goigoi started but Dogo beat him to it, "It was just a misunderstanding."

"A misunderstanding? Is that what they call stealing food and invading other animals' homes in the Outlands?" Fuli asked, upset.

"Well, yes, it is. Things are so different out there. How could we possibly know what's acceptable in the Pride Lands?" Reirei asked, acting so innocent. Kyoga snarled at the female jackal.

"Give me a break." Rainbow and Fuli grunted not buying their act for one second.

"Kion, you don't know how hard it is to start over in a strange place. We just don’t know how to fit in. We do so want to be accepted as part of your community. Don't you Pride Landers have a word for that?" Reirei stated.

"We do. It's Kupatana. We're actually gathering in Mizimu Grove tonight to celebrate Kupatana." Kion explained.

"Kupatana. Ku-pa-tana. It sounds lovely. Do you think we jackals can be a part of your Kupatana?" Reirei asked.

"Maybe, but only if you can treat everyone in the Pride Lands with respect. Can you and your family do that?" Kion offered.

"Oh, yes." Reirei said but Goigoi was sleeping... again. "I think we understand now. Right, Goigoi? Goigoi!" Reirei kicked him and he woke up, "Yeah, yeah, yeah. Huh? Uh, yeah, whatever you say, dear."

“Anyway, what are you doing in the Pridelands, lioness?” Kion asked.

“My name is Kyoga, lion cub.” Kyoga stated.

“My name is Kion.” He returned.

“Whatever, the reason as to why I’m here is none of your business. Now do me a favor and stay out of my way… and keep an eye out…” Kyoga said as she walked away.

“Woah….. What did she mean by that…?” Bunga asked.

“What the ‘Stay out of my way’ part? Cause that was obvious.” Rainbow said with her hooves crossed.

“No sugarcube about the ‘keep an eye out’ part. Ya thinkin it might be a warnin’?” Applejack pondered.

“If it is, it has something to do with the jackals…” Twilight said. “But we don’t know for sure…”

"We’ll think about that later. Right now we should go. Hope we'll see you there." Kion said.

"Oh, they'll see us there, all right. Won't they, Goigoi?" Reirei said with an evil smile.

"Whatever you say, dear." Goigoi said with a laugh.

Now it was dusk and all the animals were gathering in Mizimu Grove for the Kupatana Celebration.

Our Kuptana Community

Resume at 0:30 to the end

The song fades out and Bunga asked, "Hey. Did Dogo and his family come?"

"I don't see them." Ono replied before Fuli shushed them.

"Shh. It's starting."

Simba and his family came before everyone, "Thank you all for joining us. We're here not just the blooming of the baobab flowers, but to celebrate our community. Our Kupatana. And to honor all of our roles in the Circle of Life."

The wind wooshed past everyone and Rafiki said, "It is time."

The flowers on the trees bloomed showing they were pink and beautiful. All of the animals gasped in awe at their beauty.

"Wow."

Meanwhile, Reirei and her Jackals were nearby, Reirei sniffled, "This is so unexpected. I didn't think I'd be so moved."

"What? By a bunch of flowers?" Goigoi asked.

"No, by all the options. All these delicious little animals, all in one place. How will we ever know where to begin?" Reirei asked.

"I don't know. Let's dig in." Goigoi said but,

"I don't think so." Kyoga said as she came in front of the family.

"W-What are you doing here?" Reirei asked.

"Stopping you from harming the animals." Kyoga growled.

"Wha? How did you know?" Reirei asked her in surprise.

“I know deception, Reirei and you cannot fool this lioness with your ‘innocent’ act…’ And I won't let you harm them or any of the animals."

Reirei lowered to the ground and growled, "Oh yeah?" she lunged at Kyoga and Kyoga rolled onto her back and kicked her into the air and she fell to the ground, surprising the other animals.

"What is going on?" Simba asked. Reirei got up and tackled Kyoga and the two engaged in a fight.

"Kyoga?" Kion asked. That’s when the Jackals seized their chance to attack the other animals.

“Hevi Kabisa!” Kion gasped while Fuli growled.

"I knew it." She said with her suspicions confirmed.

"Those no good varmints." Applejack added.

"Double-crossing no good animals." Rainbow also added.

Reirei bit Kyoga on the nose but Kyoga slashed Reirei across the face in retaliation.

"Sorry, Dad, Princess Celestia. This is my fault." Kion apologized. "But I know what to do." he ran forward to the edge of the stone pedestal to adress everyone. "Everyone! Don't be afraid! You can all help the Lion Guard by defending each other!"

"Kion is right." Simba agreed, standing next to his son.

"If we stand together, no Outlanders can defeat us." Celestia added with words of wisdom and encouragement as well.

Kion approached his friends, “Okay everybody, we've gotta round up these jackals and send them back to the Outlands where they belong. Ono?"

"Affirmative." the egret responded, taking to the sky. "Rainbow, Fuli! I see Goigoi! He's behind the elephants!" The fastest gave a nod and sped towards the elephants.

"Pinkie Pie, Beshte! Jackal pups near the giraffe's!" The strongest and the party pony headed towards that direction. And saw the jackals nipping their teeth at the giraffes hooves but the giraffes knocked them away, “Enough with the nipping! Stop that!” Besthe and Pinkie hit the pups and they all fell into a pile… surrounded by angry Pridelanders.

"Kion, Twilight, go help Kyoga!” Bunga exclaimed, seeing the lioness getting badly hurt by her fierce battle with Reirei. Reirei bit the leg that was underneath her leaf cloak, making her roar in extreme pain and she swatted Reirei back…. causing the leaf cloak to tear apart. Reirei got up and spit out the leaf cloak, “You days are over, Kyoga…” she snarled and Kyoga prepared to hit Reirei again when...

"Back away from the cub." Kion growled, tackling the female jackal and snarled fiercely at her while Twilight narrowed her eyes at them.

Reirei then acted innocent, "Why, Kion and Twilight. What's got you so upset?" she asked with a nervous laugh.

"You lied to us, Reirei." Twilight grumbled in anger of their deception.

"Oh, no. Did we make another mistake? These Pride Land rules..." Reirei said.

"Save it. You're going back to the Outlands. All of you!" Kion stated having no more of her lies and attempts of acting innocent.

"Just one more chance." Reirei begged with her family coming beside her, "That's all we..." she was cut when...

"You heard my son."

“You heard my prized student.”

The animals made way for Princess Celestia and Simba as they came forth, "Leave. Now."

"Oh, Simba and Celestia, I think there's been a misunderstanding." Reirei said but Simba roared at them, not buying it for a second while the alicorn simply glares at her with her wings spread out and horn's golden yellow aura glowing ready to advance on them forcing her to back off.

"You know what they say, there's no place like home! Let's go, kids!" Reirei said in fear in the face of the two powerful royals and she and her Jackal family ran away yelping for their lives. "Whatever you say, dear!" Goigoi said in a panic.

Kyoga panted as she fell on the ground. “Kyoga!” Kion gasped as the group rallied around her and gasped what they saw.

“Hevi Kabisa..”

“Oh my stars…!”

“What in Equestria….”

Rarity and Applejack added in shock.

Kyoga’s right front leg…. was disabled…! It had three large claw marks in it and it looked very limp. Her back wasn’t much better with there being large healed punctures in her back. The battle with Reirei also forced the eyepatch she was wearing to come off… revealing a horrific diagonal scar over her right eye…!

And those were in addition to the new scratches she got from the jackal.

“I-I’m…. Fine….” Kyoga panted, dismissing their concern.

“Kyoga, you’re badly hurt. You need medical attention now!” Fluttershy urgently spoke up.

“Fluttershy’s right darling, you cannot go on like this. You need treatment.” Rarity added insisting that she accepts help.

Kyoga huffed but saw the yellow pegasus’ worried look. “..... Fine…..”

“Ono, go and get Rafiki, so he can help Fluttershy.” Simba said to Egret.

“Affirmative, your majesty.” Ono saluted and flew off to get the mandrill.

Soon, Kyoga was being treated by Rafiki and Fluttershy while Kion and Twilight went over to the royal family and Celestia to take responsibility for their mistake.

“I’m sorry, Princess Celestia. “

"I'm sorry, Dad."

The two apologized again.

"Don't forget, Kion and Twilight. I encouraged you both to save that jackal pup this morning." Simba reminded them.

"Yeah." Kion sighed. "But you didn't tell us to invite them into the Pride Lands."

“You both made a mistake, but you made it in the spirit of Kupatana. You gave strangers a chance to fit in. And tonight we saw Kupatana in action. All the animals of the Pride Lands standing together as one." Celestia said, smiling down at the pair.

Kion smiled, "Thank you, your majesty."

"So, I guess this year's celebration's over." Rainbow sighed.

"You kidding?" Bunga questioned, picking up a blossom from the ground. "Usually we just get to look at these things." he shoved the whole blossom in his mouth, chewing it before swallowing. "This is the best Kupatana ever." he picked up another flower and ate it.

Ono picked up a blossom in his beak, swallowing it with a chuckle. "I have to admit, Bunga's right. These baobab blossoms are delicious."

Rafiki smiled, looking down at both Twilight and Kion, "You see, young ones, everything has its place." he stated.

"Yeah." Kion agreed with a smile. "It's the Circle of Life. Happy Kupatana, Dad.”

“Happy Kupatana, Princess.”

“Happy Kupatana, Twilight and Kion.” the royals said to the two.

“So what should we do with Kyoga?” Pinkie Pie asked, suddenly appearing between the four. “I mean, yes she’s an Outlander, but then again she foiled Reirei and her family’s plan. It’s like she knew what they were planning all along!”

“Yeah, Pinkie’s right… she must have known the Jackals were using their innocent act to fool us into letting them get away with what they were doing…” Twilight said after piecing together their act. “Guess…. we were too naive to realize what they were actually doing.”

“It’s not your fault sugarcube.” Applejack reassured.

“Yeah, it’s not your fault those Jackals’ fooled you.” Rainbow added holding nothing against her for not seeing it sooner.

“Yes, but if it weren’t for Kyoga, who knows what animals could have been hurt.” Kion said, going over to Kyoga who was now asleep. “I can’t believe she could fight as well as she did with her disability.”

“Yeah… I don’t think even I could pull something like that off.” Rainbow said while mildly impressed herself.

“She’s got one strong spirit on her.” Applejack said.

“Indeed she does.” Simba smiled, coming over with the royal family and Celestia. “And such actions do earn her a place to stay in the Pridelands.”

“Uh…. are you sure…? She really doesn’t want anything to do with us?” Rainbow pointed out.

“I’m sure that’s only because she’s traumatized by whatever horrific incident led to these scars.” Celestia said, pointing to her disabled leg, scarred back and scarred eye. “With time, she’ll begin to open up to you all and hopefully we’ll figure out what happened to her…”

The group nodded, agreeing with the Princess while still looking at Kyoga who is still recovering from her injuries.

Author's Notes:

Before I begin just so you guys are aware this chapter is really the work of my assistant co-writer and proofreader Pikachu Skitty, so thanks and credit for putting this episode together goes to her here.

Next up and most importantly is the introduction of a new ally to the Guard, Kyoga, a lioness who sports scars and a disability on her leg following a dark and traumatic past to which we will know more about later on in the run who will continue to provide the Guard help when they need it along with making future appearances later on as well. Once again created by Pikachu Skitty who earns her stay in the Pride Lands when she catches on to the jackals deception and sneaky behavior and even fights off ReiRei before Kion and Twilight come to her rescue which proved crucial in foiling the jackals plan.

Next up is "Bridle Gossip." to where will meet a new zebra companion from the Everfree Forest with some bizarre ailments along the way.

And thanks again for your help, Pikachu Skitty.

Episode 12: Bridle Gossip

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Episode 12:

Bridle Gossip

It is an especially bright and sunny day here in Ponyville to which Twilight, Spike, along with the Lion Guard are all here gathered admiring the scenery and clear skies.

“Wow, what a gorgeous day!” Twilight commented on the bright sunshine.

“It sure is.” Kion said in agreement.

“Rainbow Dash must have gotten up early for once and cleared all the clouds away.” Spike commented as he rode on Twilight’s back.

“I bet all of Ponyville is going to be out enjoying the sunshine.” Beshte commented as they expect to see the happy faces of every pony in town. But to their surprise when they set foot in town they come across a big surprise. “Or not.”

“What? Where is everypony?” Twilight wondered as they see the town is completely desserted some ponies running inside while closing doors and windows after them with nothing but tumbleweeds rolling around.

“Is it some sort of pony holiday?” Fuli asked.

“Not that I know of.” Twilight replied that she is surprised as everyone else.

“Does my breath stink?” Spike asked as he belched and breathed fire from his mouth while smelling the scent of to which lightly singed Ono’s feathers. “Oops, sorry.”

“Not more than usual.” Ono commented while annoyed that he just had to be flying right there at that moment.

“Is it... zombies?!” Bunga asked as he and Spike then started to get worried for their lives.

“Uh... not very likely.” Twilight replied.

“Not likely... but possible?” Spike still said fearing for the worst.

“Oh sure, and then next we know most of us are placed on a giant curse.” Ono then sarcastically added. “Oh please.” He added with a “Pfft.” with very little spit coming out of his mouth at the very thought.

“Psst!” A voice whispered out to them to which they look around where it came from.

“Twilight! Spike! Lion Guard!” Pinkie peeked her head out from the shadows in Sugarcube Corner. “Come here! Come! Here! Hurry! Before she gets you!”

“Um…sure….” Kion replied as they all walked inside while wondering what the hay is this all about.

As they all get inside, Pinkie shines a flashlight in their eyes

“Who?! The zombie pony?” Spike said as he clinged on.

“Please tell me they’re not around.” Bunga also pleaded as he hugged onto Kion’s front leg’s

“Z-Zombie pony?!” Pinkie also shuddered in fright.

“Spike! Bunga! There are no zombie ponies.” Twilight then firmly told them they getting worked up over nothing before turning her attempt to the pink mare in the dark void. “Pinkie, what are you doing here alone in the dark?”

“I'm not alone in the dark.” Pinkie responded as she turned on the light to reveal the rest of their friends are also inside as well which startled them.

“Huh?”

“Whoa!”

“What the…?”

Ono, Fuli, and Kion said in that order in the midst of their surprise.

“Okay then, what are you all doing here in the dark?” Twilight then asked again.

“We're hidin' from her!” Applejack answered as he briefly opened the curtains to show them a mysterious lady wearing a brown cloak and golden rings on her hooves with the appearance of a zebra because of her black and white stripes who then turned to face them with her face buried inside of her hood with her yellow eyes shining as she turns to them to which everyone but Twilight, Kion, Fuli, and Beshte all turn away in fright from her appearance along with Applejack’s little sister Apple Bloom who looks on very curiously at her.

“Seriously?” Fuli asked as she looked at the others in disbelief. “This is who you’re all scared of?”

“Did you see her Twilight? Did you see... Zecora?“ Apple Bloom asked of her while the name of her rings bells to her and everyone else in Ponyville while placed her little hoof on Spike’s head to ask her at her eye level.

“Apple Bloom! I told you never to say that name.” Applejack scolded her.

“Well, I saw her glance this way...” Twilight honestly began.

“Glance evilly this way.” Pinkie added with her mind filled with paranoia.

“Like this.” Bunga added as he evilly laughed while shining a flashlight in his face until Kion snatched the flashlight away and tossed it aside.

“... And then a bunch of you flip out for no good reason.” Twilight then finished.

“No good reason?” Applejack voiced saying that she has no idea of who they’re dealing with. “You call protectin' yer kin no good reason? Why, as soon as my sister saw Zecora ridin' into town, she started shakin' in her lil' horseshoes.” She then added as had her in a tight protective hold while shaking her.

“Did not!” She protested as she was being forcibly shaken by her big sister before being forcibly placed onto her back.

“So I swept her up and brought her here.”

“I walked here myself!” Apple Bloom corrected her.

“For safe keepin'.” Applejack added as if this is for her own good as she got off of her back to stand up for herself.

“Applejack, I'm not a baby!” She asserted to her sister who is really going in over-protective mode here. “I can take care of myself!”

“Not from that creepy Zecora.” Applejack still refused to back off from her stance.

“She's mysterious.” Fluttershy said.

“Sinister.” Rainbow added as she flew up while moving her arms around in a similar manner.

“And spoooooky!” Pinkie said with emphasis as she drags on the “ooo” part.

Twilight, Kion, and Fuli just watch on looking unconvinced as they turn back to the window to watch Zecora as the others gather around them as they watch Zecora take off her head to which everyone but Twilight, Fuli, Kion, and Beshte all gasp in horror.

“Will you cut that out?” Twilight told them in an annoyed tone.

“Just look at those stripes! So garish!” Rarity remarked in disgust

“She's a zebra.” Twilight reminded everyone.

“You know back in the other world.” Fuli added.

“A zebra, and her stripes aren't a fashion choice Rarity, they're what she was born with.” Twilight explained while wondering why they are making such a big fuss over her.

Rarity then dramatically fainted with a hoof on her forehead while Fuli just rolls her eyes in annoyance.

“Come on guys.” Kion said to his fear-stricken friends with a tone that tells them to get over this silly fear. “This is a zebra we’re dealing with and you’re telling me that you’re all scared of her.”

“But this zebra’s not like the other zebra’s we’ve met back at the other world.” Fluttershy whimpered as she spoke.

“I mean did you see those eyes.” Pinkie added as the glowing yellow eyes really creeped her out while Spike sneaks into the kitchen along with Bunga to get some delicious treats to eat.

“I've never seen a pony like that in these parts, 'cept... her!” Applejack said in agreement.

“Well, she's probably not from here, and she's not a pony.” Kion explained to them of why it is strange to see a zebra here in town as Twilight further explained her knowledge of them.

“My books say that zebras come from a faraway land. But I've never seen her in Ponyville. Where does she live?”

“That's just it, she lives in... the Everfree Forest!” Applejack said as they hear a crash that is loud as thunder.

“Spike!” Twilight called out to him.

“Bunga!” Kion also called out to him as they both crossly called them out for making such noise to further spook them.

“Uh, sorry.” Spike and Bunga both apologized as they pick up the pots and pans they accidentally dropped before coming back to the other room as they munch on their cupcakes and candy canes.

“The Everfree Forest just ain't natural. The plants grow...” Applejack reminded them of the very nature of the place to back up and justify their worries.

“Animals care for themselves...” Fluttershy added.

“And the clouds move...” Rainbow added.

“All on their own!” The three all finish together as Rarity faints again.

“Unicorn down.” Ono looks on deadpan.

“Again.” Fuli added with the same expression along with Twilight who doesn’t even look convinced that they are dealing with some out of the ordinary.

“And that wicked enchantress Zecora lives there doing her evil... stuff! She's so evil I even wrote a song about her!” Pinkie added

“Here we go...” Rainbow said with a resigned expression as she sings her tune while moving and dancing to the tune.

“She's an evil enchantress

She does evil dances

And if you look deep in her eyes

She'll put you in trances

Then what will she do?

She'll mix up an evil brew

Then she'll gobble you up

In a big tasty stew

Soooo... Watch out!”

She sang as she briefly sported green hypnotic looking eyes as she briefly held placed her hooves on Twilight while Applejack hugged onto his little sister while shaking to which the filly responded by pushing her over-protective big sister off of her as her legs still shake in fright while looking annoyed by the farm pony.

“Wow. Catchy.” Twilight admitted with how impressive that it was actually a pretty good tune.

“Amazingly.” Fuli admitted as well.

“It's a work in progress.“ Pinkie humbly replied.

“But I still think you all are getting worried up over nothing.” Fuli added.

“This is all just a lot of gossip and rumors.” Twilight voiced her firm stance that Zecora is harmless.

“Which it seems that somepony’s spreading.” Kion said while eyeing Pinkie Pie while correctly deducing that she spread the rumor somehow who sheepishly grinned as Twilight continues.

“Now tell me; what exactly have you actually seen Zecora do?” She asked of everyone.

“Well...” Rainbow tried to honestly answer off of the top of his head. “Once a month, she comes into Ponyville.”

“Oooooh.” Twilight said dramatically.

“Then, she lurks by the stores.” Rarity added.

“Oh, my.” Fuli added just as dramatically and eye rolling as Twilight.

“And then, she digs at the ground.” Fluttershy added.

“Good gracious!” Both Twilight and Fuli sarcastically quipped with the others surprised of how perfect in sync their deadpan snarking was.

“Okay, I'm sorry.” Twilight then said in a normal tone. “But how is any of this bad? Maybe she comes to town to visit?”

“Yeah! Maybe she's just tryin' to be neighborly.” Apple Bloom said in agreement.

“And maybe she's not lurking by the stores, maybe she's going to them, lurk free, to do some shopping?” Twilight further explained what the zebra could be actually doing instead of preparing for some secret sinister plot.

“Yeah! Everypony likes to shop.” Apple Bloom agreed with Twilight. “You know what I think?”

“Apple Bloom! Hush and let the big ponies talk.” The farm pony silenced her to which personally and visibly didn’t sit well with Kion but kept it under control.

“I am a big pony!” She muttered under very irritated with Applejack’s treatment of her.

“W-what about digging at the ground? You've got to admit that's weird.” Rainbow questions as Kion noticed Apple Bloom sadly walked off because her big sister wouldn’t allow her voice to be heard.

Seeing this, Kion decides to sneak away from their argument while the rest of the Guard just watches.

“Hey wait up, Apple Bloom.” Kion called out after her.

“What is it, Kion.” She asked.

“Sorry to see your sister push you away like that.” Kion told her to which she is too hurt to acknowledge it.

“Easy for you to say.” Apple Bloom returned.

“Look I know what you’re thinking and I understand that.” Kion sympathized with her. “It’s hard to have an older sister not taking you seriously.”

“Why?” Apple Bloom had trouble understanding it. “You’re the leader of the Lion Guard.”

“True, but before and during my first days as leader of the Guard I wasn’t known for being someone who could step up to a very important task.” Kion started to explain as he recalls his life not long ago before discovering his newfound power.

“Back then I was more into playing with my friends and seeking adventure than figuring out my true destiny.” He said as he recalled playing with Bunga. “Unlike my sister I wasn’t meant to rule the Pride Lands and since the Pride Lands have been in a time of peace since my dad took over there really wasn’t much for me to do. Whenever there’s trouble, Dad’s always there to stop it and my sister is always staying focused on learning how to hunt and spending time learning about the Circle of Life whenever he is not out saving the day.” He added as he recalled his sister spending time with their father learning more about the Pride Lands similar to how Mufusa taught her father while he runs off into the thick of danger when Zazu reports to him of said trouble going on. “Having said that because of how I went on life it made it pretty difficulty for my dad and sister to take me seriously when I first became leader of the Lion Guard.”

“How so?” Apple Bloom wondered why they wouldn’t take him seriously.

“For starters due to the fact that I am a cub and the fact that I discovered the Roar much younger than previous leaders of the Guard in the past. And the fact that tradition has it that the lion guard is always made of lions to which both Kiara and my dad frowned upon seeing that.”

“Hmm.” Apple Bloom frowned at the thought. “I know what you mean. That’s harsh.”

“I know.” Kion acknowledged. “But despite how much it hurt they only meant well and thought I wasn’t taking my new role seriously because they still love me no matter what.”

“I get that she loves me but she is really doing an overboard job at it.” Apple Bloom acknowledged the lion’s point but refuses to take it in. “You had to defeat Nightmare Moon to do it while I don’t even get to leave the farm without her constantly breathing and dictating everything I do.”

Before Kion could try to say anything else they heard Twilight speak from inside.

“I am sure there is an explanation for everything Zecora does.” Twilight told Applejack as she faced her expecting an answer out of all of this. “And if anypony here were actually brave enough to approach her, she would find out the truth.”

“Well, I'm brave enough; I'm gonna find out myself.” She vowed with determination to prove Applejack wrong as she spots the hooded zebra on the horizon drawing her hoof into the ground.

“Apple Bloom…” Kion tried to whisper to keep her from doing something she’ll regret.

“Shh. You’ll give us away.” Apple Bloom hushed him as she takes a peak at the zebra only to quickly turn back while emitting a small gulp as she stealthily moves from hiding spot to hiding spot while Kion quickly follows her in a flash to try to keep pace with her.

“Apple Bloom…” Kion whispered in vain to get the filly to listen to him while staying on her tail.

“You ponies are being ridiculous!” Twilight continued to call them out for being quick to judge a book by its cover.

“Well, I heard that Zecora eats hay.” Pinkie retorted in her face.

“Pinkie, I eat hay; you eat hay!” Twilight corrected them again.

“Yeah, but I heard it's the evil way she eats hay.“ Pinkie further retorted as Applejack suddenly notices his little sister is gone.

“Hey! Where's Apple Bloom?” Applejack popped the question immediately.

“Where’s Kion?” Fuli urgently asked as she sees that Kion isn’t with them too after snapping out of her boredom listening in on this argument.

“Look.” Beshte called out to where Fluttershy

“The door's open.” Fluttershy pointed to lower door left open.

“They went outside!” Rarity said in alarm.

“And Zecora's still out there.” Rainbow also added just as worried for them.

“That silly lil' filly!” Applejack said with worry. “I told her to stay put!”

“Ono! Fly ahead! Find them!” Fuli ordered the egret to do so.

“On it!” He replied as he took off ahead.

“Spike, you stay here in case they come back.” Twilight ordered the young dragon to do so as well as everyone else runs after them.

“Will do!” Spike returned with a salute while wearing a cooking pan on his head.

Elsewhere, Zecora makes her way back to the Everfree Forest while Apple Bloom and Kion both trail her without her knowledge.

Kion has tried to stop her but her pride and determination to prove herself much like Applejack is deciding that she is not backing off and again she is just a zebra who is misunderstood by everyone in Ponyville expect for Twilight who sees that just as Ono spots the two heading into the Everfree Forest by themselves.

Once the two approach the shadowed parts of the forest, Apple Bloom emits another small gulp before pressing forward as Kion just follows after her seeing that she is not listening to reason as he follows after her.

The two close behind as they bypass a patch of strange sparkling blue flowers unnoticed until Applejack made her voice heard to give them away to the zebra.

“Apple Bloom?” She called out as her sister gasped upon seeing the entire Guard appear before the flower patch. “You get back here right now!” She demanded of her.

“Beware! Beware, you pony folk! Those leaves of blue are not a joke!” Zecora warned them as she backed away into the forming clouds to make cover for her as she leaves to which Kyoga who was secretly watching the scene from the shadows starts to follow after her but not before listening to the others converse.

“Y-you keep your creepy mumbo-jumbo to yourself, ya hear?” Applejack further warned her as she scoops her little sister up as Bunga ignores Zecora’s warning as he charges and gets in between her and Kion.

Applejack, Bunga, Rainbow Dash, Pinkie Pie, and Rarity speak over each other against Zecora while stepping in the flower patch while Twilight, Fuli, and Beshte just stand back and away from the flower patch while Fluttershy stands beside the others.

“Oh brother.” Twilight sighed as she rolls her eyes as she and Fuli share another matching resigned expression at this nonsense as Kyoga just sighs of how badly the girls are misjudging her.

“You’re telling me.” Fuli returned as Zecora called out her last words before disappearing.

“Beware! Beware!”

“Yeah, back at ya, Zecora!” Rainbow yelled back as she landed in the flower patch. “You and your lame curse are the ones who better beware!”

“And you!” Applejack then turned to the filly in a cross manner. “Why couldn't you just listen to yer big sister?” Applejack scolded her as she looks aside in shame.

“I...I...” Apple Bloom tried to explain herself only to be dismissed again.

“Who knows what kind of nasty curse Zecora could have just put on you?” Applejack further chastised her.

“Applejack, there’s no need to be so hard on her.” Kion said in her defense.

“What did you say?” She responded in a similar manner to him.

“You cannot be so hard on her for going off like that.” Kion backed himself up as the cow girl grunts at what he views as being challenged. “Considering that she wanted to get to know that zebra who many of you continue to treat her as an outcast just because she is wearing a cloak and appears strange to you all.”

“That’s because she is up to no good!” Applejack then stomped through the flower patch as she got in the lion’s face over it. “And you were with her and didn’t do anything about it! That’s not like you! What do you have to say for yourself!”

“Take it easy, Applejack!” Fuli retorted as she got in between the two in Kion's defense. “She is not up to no good! And she is not hatching a plot to take over Equestria!” Just as Pinkie opened her mouth to sing her tune again the cheetah shuts her up with a glare. “Pinkie, I swear to Simba, you sing that one more time I’m going to kick you in the head.”

“Hmm. That’s a new one.” Kion remarked at the odd use of using his father’s name as an expression.

“But what if it’s true.” Fluttershy questioned to which the cheetah just groaned in exasperation and decides it is best to leave.

“You know what forget it!” Fuli gave up trying to make sense to them in frustration as she walks away and heads back home. “Honestly, I don’t know why I even bother.”

“You guys, there's no such thing as curses!” Twilight diffused the argument out of frustration at her friend’s paranoia.

“Well, that's interesting to hear coming from Miss Magic Pants herself.” Rainbow mockingly said to the confident unicorn.

“My magic, real magic, comes from within. It's a skill you're born with. Curses are artificial, fake magic. It's conjured with potions and incantations; all smoke and mirrors meant to scare. But curses have no real power, they're just an old pony tale.” Twilight explained to her paranoid friends as they walk through the patch and leave the forest while bypassing her.

“Just you wait, Twilight.” She swore to her that she’ll see they’re right before walking off in a huff. “You're gonna learn that some pony tales really are true.”

“And as for you…” Applejack then said to Kion before leaving. “I suggest you watch who you talk to unless you want to get yourself into trouble like that again.”

Kion simply growled in response as Applejack returns the look of disappointment in him before walking way while carrying Apple Bloom on her back.

“They have no idea of what they are talking about.” Kion said in frustration with their friends as Bunga and Ono make contact with the blue flowers.

“Yeah, these flowers are harmless.” Bunga said as he walked through the patch as Ono examines them.

“Hmm. To tell you the truth there doesn’t seem to be any harmful magic in them.” Ono observed them up close.

“I’m sorry, Kion.” Twilight apologized. “I don’t what’s gotten into them. I mean yes she does give the vibe but she really is just a harmless and nice zebra who’s just in potion and incantations. And we probably could have learned more about her if they hadn’t chased her off like that.”

“I don’t either.” Kion returned as the remaining friends all make their way out of the forest while Kyoga follows after the mysterious zebra. “Let’s just go and get some rest so we can prepare for our next patrol in the morning.”

As they make their way out of the forest another figure watches from the shadows having witnessed the whole scene undetected as well as Kyoga as she goes the opposite direction.

The next morning, Twilight gets up from her bed as she wakes up and brushes her mane to neaten it up after it got a little messy during her sleep before making her way outside to meet up with the Guard for their morning patrol. But when she opened the door she saw the Guard already at her front door while looking worried.

“Oh, hey.” She greeted them while surprised by their sudden appearance. “I was just about to head out to meet with you. What’s going on?”

“Well…” Kion said as he, Fuli, and Beshte turn to both Ono and Bunga who both sport blue spots on their body. The egret had blue spots around his eyes which made it hard for him to see again while the honey badger had blue spots on his tongue to which he blabbered unable to speak properly as a result from their contact from the blue flowers back at the Everfree Forest.

“I can’t see!” Ono screamed as he could barely see through his eyes.

“I cah’t speakth!” Bunga spoke while unable to speak clearly due to his infected and enlarged tongue.

“…That’s what’s going on.” Fuli finished as the unicorn looks surprised at the sight of what she is seeing.

Ushering them to come inside, Twilight starts pulling out books from the shelves with hopes to find something that would help them find out why this is happening but so far she has found nothing.

“No, no, no, no, no! None of these books have a cure! Ugh!” Twilight groaned as she examined Ono’s eyes and Bunga’s tongue. “There has to be a real reason for this! An illness? An allergy?!”

“A curse!” Ono suggested as he flapped his wings while looking around of where to look because of his bad eyesight.

“I said a real reason. Something that points to something real.” Twilight seriously said to him as Spike pulls out a book to her.

“How about this one?” He recommended.

"Supernaturals?” She read as she reluctantly opened the book Spike provided her and she reads on with listening and attentive eyes. “Interesting.” She said as she read the book.

“What is it?” Beshte asked.

“It’s…”

“Ah pfurse!” Pinkie screamed out as she appeared with her tongue just as enlarged and blue spotted as Bunga.

“Ah pfurse? How could it be a pfure?” Bunga asked as they eye each other tongues.

“Oh brother.” Fuli said in annoyance now they have two exact problems at the same time.

“Pinkie? What happened?“ Twilight asked her.

“Pee pah Zthecora! Sthe put a cursthe on us!” Pinkie tried to blame Zecora putting a curse on her but had trouble speaking which had spit coming out of her mouth to which Fuli had to step back when she and Bunga started trying to talk to each other at the same time.

“Hey, say it, don't spray it, Pinkie!” Spike asked of him.

“And that especially goes for the two of you.” Fuli added in agreement as she placed her paws on their mouths to get them to stop talking as they hear bumping against the window coming from outside.

“Ow! Oh!” She shouted as she repeatedly hit the window. “She's, ow, trying to say, ow!- Zecora, oh, she slapped us all with a, ow, curse!” She further shouted as she crashed into the wall and then into the shelves again as she finally made her way inside appearing with lopsided wings as a result of the poison joke nearly hitting Kion and Beshte as he appeared.

“I'm afraid I have to agree.” Rarity said as appeared with her mane and fur appearing very frizzy and messy and all over her face which surprised the others.

“I hate to say I told ya so, Twilight, but I told ya so!” Applejack said to the unaffected unicorn as she is now a tiny doll sized pony appearing on Apple Bloom’s back which further surprised them as Fluttershy walks inside. “It's a curse, I tells ya!”

“But Fluttershy... seems just fine!” Twilight pointed to the seemingly unaffected peagsus.

“Yes, there doesn't seem to be a thing wrong with her.” Rarity said in agreement as she looked aside to indicate the poison joke did affect her in some way.

“Fluttershy? Are you okay?” Twilight asked of her who shook her head. “Is there something wrong with you?” She nodded. “Would you care to tell us?” She said as she kept being silent as she turned aside in shame. “So... you're not going to tell us? Yes you're not, or yes you will?”

“Good gravy, girl! What's wrong with you?!” Applejack demanded of her as she finally spoke up.

“I don't want to talk about it.” She said in a deep male voice.

Spike hearing this snorted out before bursting out into laughter while rolling on his back finding this all very funny.

“This is hilarious! Look at all of you! We got: Hairity, Rainbow Crash, Spitty Pie, Spitty Bunga, Apple Teeny, Flutterguy, Sightless Ono, and... uh... I got nothin'...” Spike went on with nicknames for the five who didn’t look very amused by it especially Rainbow but as she got to Twilight who looked just as unamused as the others he drew blank. “…Oh, right, nothing happened to you. Oh well, it’s not like I can find something that would work with that.”

“This is no joke, Spike.” Ono scolded him as he looked in the opposite direction trying to say that to his face. “Now start looking for more books so Twilight can find a cure!”

Before Twilight could tell everyone with the book she had just pulled out she was interrupted when Rainbow finally pulled herself out of the ladder she crashed into before trying to balance herself in flight.

“I think we'll find a cure to this curse at Zecora's place!”

“It's not a curse!” Twilight exclaimed as Rainbow crashed again.

“I agree with Dash! We'll go to Zecora's and force her to remove this hex!” Applejack agreed.

“It’s not a hex either!” Twilight further tried to speak but once again they were not letting get another word in as everyone else argued until Kion shouted to get everyone’s attention.

“ENOUGH!”

Once he shouted everyone stopped talking.

“Seriously, what is wrong with all of you?” Fuli asked the infected crew. “Too busy arguing to let Twilight speak of something that could resolve all of this?”

“As I was saying…” Twilight then continued. “The answer is right here in this book. All I have to do fetch the ingredients and whip them all together and once you all bathe in it you’ll all be back to normal in no time.”

“And while you’re at it, pony up and give Zecora what for.” Rainbow urged her to do so.

“No!” Twilight again refused. “I not going in and blindly accusing someone without knowing the full story. If I do that I’ll be saying some hurtful things I’ll regret.” She then turned to Kion. “Keep them here, while I gather everything I need to fix their problems.”

“Of course.” Kion agreed as Twilight walked outside as Apple Bloom followed after her with Applejack secretly jumping into her tail to keep up with her.

“Wait up Twilight!” She called out to her who stopped in her tracks.

“Apple Bloom, what are you doing?” She asked.

“I want to come with you. This is all my fault. If I hadn't followed Zecora in the first place, none of this would have happened. I just gotta fix this.” Apple Bloom explained to her who just sighed.

“It’s not your fault, Apple Bloom.” Twilight gently said to her. “It’s everyone else’s for not heeding their warning about the poison joke flowers and claiming that Zecora is up to no good just because of her mysterious appearance.”

“But I still when ahead on my own to prove to Applejack that she is making a big deal over nothing and that I am not a baby anymore while Kion tried to stop me yet I still didn’t listen.” Apple Bloom further blamed herself as her older sister made her appearance well known.

“You got that right! Stop right there! Turn around right now, missy!

“No.” She refused to listen to the cow girl.

“No?!” She spoke in surprise by that statement. “You can't ignore a direct order from your big sister!”

“Hehehe. Sorry, Applejack, but I'm the big sister now.” Apple Bloom returned as she took the opportunity to taunt her as if she had this coming while Twilight used her magic to place her back inside on one of the nearby book shelves.

“Apple Bloom, you come back here right this instant! I'm gonna tell Big McIntosh on you!” Applejack called out to her on deaf ears. “Aw, pony feathers.” She said as it is abundantly clear to her that it’s not working this time around.

“And this is why I went out there.” Apple Bloom pointed to the nearby forest.

“I’m sure she’ll come to see your point…eventually.” Twilight tried her hardest to assure her that she means well even if she is over-protective. “But for now let’s just focus on obtaining what I need to fix this.”

“Uh…” Apple Bloom said in confusion. “What?”

“I’m fetching what I need to create a special bath for them to cure them of the effects of the poison joke.” Twilight cleared up as she explains it to her.

“Oh!” She said now understanding of what she meant. “I thought you meant…never mind let’s go!” She said as she walked off ahead as Twilight follows her before they made their way around shops in Ponyville.

As the two make their way to town while nearby the forest they ended up bumping into someone along the way.

“Oof! Watch it!” The lioness groaned as the three recovered from the impact.

“Ow, Sorry I—“ Twilight began as she then stopped mid-sentence upon seeing Kyoga standing in front of her. “Kyoga?!”

“Well? You care to finish that sentence?” Kyoga somewhat impatiently responded.

“Sorry for bumping into you, it’s just I’m surprised to see you here?” Twilight apologized as she finished her train of thought.

“Oh my stars!” Apple Bloom gasped upon seeing her scars and limp leg. “What happened to you?!”

Before Kyoga could really get emotional or flip out Twilight stepped in to explain.

“We honestly don’t know what happened to her. And you might be better off not trying to ask her about it.” She then advised.

“Oh.” Apple Bloom said feeling bad for unintentionally hitting a sore spot. “I’m sorry.”

“Apology accepted.” Kyoga responded in an emotionless tone.

“It’s okay, Apple Bloom.” Twilight acknowledged. “You didn’t know. So anyways, what brings you here?”

“I was passing by to check out Ponyville when I heard that ponies all around town are freaking out over an evil zebra that resides here and decided to check it out myself.” She explained.

“But she’s not evil.” Apple Bloom pointed out.

“Of course she’s not.” Kyoga scoffed with dull surprise. “It’s beyond every pony here since they are so quick to judge her upon first sight.”

“But how would you know?” Apple Bloom questioned with a raised eyebrow.

“Because I met her a while back.” She answered.

“Really?” Twilight asked in surprise that she actually ventured on her own and met her. “What’s she like?”

“How about we walk over there so you can have a better look for yourself?” Kyoga returned.

“Okay.” Twilight simply agreed after turning to Apple Bloom for a moment to think about it before the three head on over to find the zebra themselves.

“Let’s go!” Rainbow ushered everyone to leave as she tries to keep her irregular flying under control.

“But Twilight said you all have to stay here!” Kion reminded her.

“I don't care what Twilight say’s.” Rainbow straight up ignores her as she bypasses the lion cub. “It's time to pony up and confront Zecora. Come on, girls. Are you with me?”

“Ah am-pft!” Pinkie voiced her support.

“Sa am I.” Bunga added.

“And I as well.” Rarity said in agreement.

“Affirmative.” Ono said in the opposite direction from his friends.

“Uh, I don't know. Seems awfully dangerous.” Fluttershy voiced her disagreements.

“Plus we don’t even know Zecora for sure.” Fuli irritably added as Spike chuckled. “Are you laughing?”

“Yes.” He replied as he covered his mouth. “But it’s because of Flutter-guy.” He added as he burst out into laughter again much to Fluttershy’s embarrassment and annoyance.

“Come girls.” Beshte pleaded with them to listen to Twilight. “She said she has this under control so I think you all should just wait for her to get back.”

At that moment Kion noticed Apple Bloom slipped away again.

“Along with Apple Bloom because she is gone too!” Kion added as everyone else had a pretty good idea of where she went.

“I bet they went after Zecora.” Rainbow quickly deduced. “Well we better go find them. Come on girls, let's go.” She ushered them to leave as Rarity struggles to see with her hair all over in her face constantly.

“Oh dear. Oh, this is so unseemly. Auuuaah!” She said as Pinkie accidentally stopped her in place before letting go causing her to tumble out the door.

Applejack quickly hopped on Pinkie’s back as she made her way out.

“Hey, a little help here?” Rainbow called out as she laid on her back upon to correct her flying form.

“Oopsie! Sorry.” Fluttershy apologized as she and Pinkie her up so she can fly out but not before accidentally crashing into the wall above the door making her mark on the wall before flying out in embarrassment and crashing into another tree in the process.

“OW!”

“Girls!” Kion yelled out to them as they left.

“They never learn do they?” Fuli said with a defeated expression of they now have to chase after the reckless rescue party as she, Kion, Spike, and Beshte all pursue them with Fuli running ahead to intercept them.

As Spike rode on Beshte’s back he gasped as he thought of something.

“What is it?” The hippo asked him.

“I thought of a nickname should Twilight be affected by the poison joke. Twilight Flopple!” He chuckled as Beshte stifled a laugh too.

“That is kinda funny.” He said as the others pressed forward through the forest in pursuit of the girls.

Twilight and Apple Bloom got everything they need before they made their way back to the Everfree Forest where they reach Zecora’s hut. After taking a deep breath Twilight knocks on the front door. After a minute the door opening and the two walked inside after the zebra gave them permission to enter.

Shortly afterwards, the others had arrived just as Fuli intercepts them.

“Oh. I look horrible!” Rarity said as she got mud in her fur and mane from being unable to see through her messy hair-job.

“Plis place plooks horrible!” Pinkie remarked at the place.

“No kipping.” Bunga said in agreement as Fuli stops them from taking another step closer. “Lep’s chept it out.”

“Wrong!” Fuli said as she blocks them off. “The only checking out you’ll be doing is to check out of here. Twilight told you all to stay put.”

“And we told you we don’t care!” Applejack retorted as she leaped onto Fuli’s face while kicking in her the face to get her to move aside.

“Ow!” She screamed in pain as she quickly grabbed the tiny farm pony before she could escape. “You really know how to work my last nerves don’t you?” She said as she glared at the defiant pony struggling to break free as the others catch up to them.

Applejack then grabs Fuli’s tail as she bites into it to which she really screeched a “meow.” as her grip on her was let loose as a result to which Fuli then quickly pursued the tiny pony with burning anger in her eyes as the other’s approach the place.

“Oh my. That place really does look horrible.” Rarity remarked at the place as they all look inside which had tiki masks hung all over the walls. “Nice decorations, if you like creepy!”

At that moment Zecora walked inside with a small pot of contents to which she puts into the cauldron while talking in a native language to which further startled the group minus Kion and Fuli who have a pretty good idea of what’s going on.

“Sthe sthtole my sthong! Shthe shtole mm mm!” Pinkie again immediately accused.

“She stole your song?” Kion asked with incredulity at the statement.

“Oh Pinkie. Doesn't sound anything like your song.” Fuli pointed out. “Besides we don’t even know what she was actually speaking of.”

Pinkie felt she had to beg to differ as she tried to sing her song but couldn’t get a single lyric out because of her tongue. So she then turned to Fluttershy to beg to her to sing her song while pleading her with puppy-dog eyes.

After a moment, Fluttershy reluctantly sighed and did so with a deadpan and bored expression while Pinkie does the dance moves that accompany it.

“She's an evil enchantress

And she does evil dances

And if you look deep in her eyes

She will put you in trances

Then what would she do?

She'll mix up an evil brew

Then she'll gobble you up

In a big tasty stew

Soooo... Watch out.

“You saw those terrible things. Now do you believe us Kion?” Ono then asked as he look sideways again because of his poor eyesight as Fuli tilts his head in the right direction just as she managed to capture Applejack again.

“Scary looking masks, confusing incantations, and a great big bubbling cauldron?” Kion processed this all. “I mean yes, everything is pointing to Zecora being bad. But we don’t have anything pointing in that direction.”

“But what could this mean?” Beshte curiously asked as they see Zecora back at the cauldron with Twilight accompanying her.

“How is it.” Twilight asked as they examined the mixture.

“Mmm! The perfect temperature for ponies, I presume.” Zecora replied. “Now, where is that little Apple Bloom?” She then asked.

“Oh, she’s coming. I just sent her back to town to get the last ingredient we need to complete our work.” Twilight replied to which unbeknownst to the others who were eavesdropping on their conversation look on in surprise before reacting in shock well expect for Kion and Fuli who wonder what is really going on.

But before they could think this through…

“I'm comin' for ya, Apple Bloom, Twilight!” Applejack immediately escaped Fuli’s grasp again as she leaped onto Rainbow Dash who had her charge inside of the hut.

“Aaah!” She screamed as she crashed inside leaving Zecora talking in her native language in surprise by their unexpected entrance.

“Whoa there. Easy, Rainbow Crash.” Applejack attempted to steer Rainbow just as Zecora wonders what is going on while further speaking her native language as she randomly crashes into nearly everything until Twilight quickly used her magic to send Rainbow flying away from the cauldron before she could accidentally knock it over while quickly stopping the unbalanced pot from spilling its contents.

“What have you done with Apple Bloom?” Ono asked as he looked straight ahead as Applejack leaps onto Zecora’s head and using her mini lasso to wrap it around her ear in an attempt to subdue her. Yet Ono was unprepared for Rainbow unexpectedly crashing into him and straight into the pot.

“Ono!” The others screamed in horror as Twilight uses her magic to restrain Rainbow before sending back towards the others who were ready to charge at them yet got bowled over when Rainbow crashed into them.

As they all moaned just as Kion, Fuli, and Beshte all walked inside Twilight approached their mind-blown friends.

“Girls! Bunga!” Twilight scolded them with her stern tone. “What are you doing?!”

“Twilight?” The girls said in surprise that she is okay as Applejack first spoke up of as she complained.

“We're onto you Zecora!” She accused the zebra.

“You made me look ridiculous.” Rarity complained.

“You made me sound ridiculous!” Fluttershy complained.

“You made us speak ridiculous!” Pinkie and Bunga complained in an incoherent tone because of their tongues.

“You killed our friend!” Rainbow complained.

“How dare you!” She responded in defense. “You destroy my home, destroy my work, then rudely accuse me of being a jerk?”

“You put this curse on us, now you're gonna uncurse us.” Rainbow then demanded as Zecora’s patience was starting to wear thin with the ponies.

“It is unwise to venture down this road. Your actions will make my anger explode!”

“Where is Apple Bloom!?” Applejack then demanded as said filly walked inside with a saddle bag on her back.

“Zecora! I think I found all the things ya asked for.” She started before she sees everyone all inside. “What in Ponyville is goin' on here?”

“Apple Bloom! You're okay!” Applejack said in relief.

“Why wouldn't I be?” She returned in confusion.

“Because Zecora is an evil enchantress who cursed us and was gonna cook you up into soup!” Applejack replied to which she, Twilight, and Zecora all laughed together finding it very funny as Ono pops his beak out of the pot while coughing and gasping for air.

“Okay. Now that is funny.” Twilight then said in amusement before getting serious. “But like I said before there is no such thing as a curse.”

“If you will remember back, the words I spoke were quite exact.“ Zecora recalled the last time they saw each other. “Beware, beware you pony folk. Those leaves of blue are not a joke.”

“It was a warnin'. About that blue plant. It's called Poison Joke.” Apple Bloom added as Zecora explains its nature.

“That plant is much like poison oak. But its results are like a joke.”

“What in the hay does that mean?” Applejack questioned.

“It means this plant does not breed wrath. Instead this plant just wants a laugh.”

“Will somepony please talk normal?” Applejack demanded still unable to translate Zecora’s rhyming.

“What she's saying is that when we ran in to save Apple Bloom, you all ran into the poison joke. All our problems are just little jokes it played on us.” Twilight explained to them.

“Little jokes?! Very funny.” The tiny cow girl said sarcastically unamused by the joke played on her since she shrunk as a result of its magic.

“Okay, fine.” Rainbow relented before popping another question. “But what about the cauldron?”

“And the chanting?” Fluttershy added.

“And the creepy décor?” Rarity added.

“Treasures of the native land where I am from.” Zecora answered as she looked back at the nearby two behind her that Rainbow accidentally knocked down. “This one speaks 'hello', and this 'welcome'.”

“Not welcoming at all, if you ask me.” Rarity replied still thinking she could do better.

“The words I chanted were from olden times. Something you call a nursery rhyme.” Zecora then added with her explanation.

“But the cauldron... The Apple Bloom soup?“ Applejack pointed out.

“That pot of water wasn't for her.” Twilight explained to her. “It was for all these herbal ingredients. The cure for poison joke is a simple old-natural remedy. You just gotta take a bubble bath!”

“But Ono?” Bunga questioned as Ono popped out of the pot unharmed yet can see again with the spots no longer on his eyes.

“Don’t worry, I’m okay now.” He assured everyone as he climbed out of the pot. “And I can see you all again.”

“Oh thapt gothneth!” Bunga exclaimed as he hugged the egret who is having a tough time breathing from his tight grip. “We thought you were dead.”

“No.” Ono squawked out as he broke free from Bunga’s grip. “Just fell into the cure for this poison joke.”

“All thanks to this book of remedies.” Twilight presented the book in her hoof.

“But why didn’t you say so if you knew what to do from the start?” Rainbow questioned Twilight while sounding irritated.

“Well maybe if you all weren’t so busy being paranoid over nothing you would have learned of the solution sooner.” Twilight replied with an unapologetic expression and glare at her friends as she continued to explain as she recalled her time while away from them. “Along with Apple Bloom we went to gather supplies so we could prepare the remedy for your problems, but when Apple Bloom voiced of wanting to know more about Zecora we decided to head on over to get to know her. And it was there we learned we were right about the fact she really is just a friendly neighbor who lives out here. So when we explained of what we were doing she offered to help mix it up for us before taking back over to the library. At least until some ponies and some members of the Guard decided to show up and nearly spill it.” She then shot another hardened glare at them who all bowed their heads in shame.

“But why did Apple Bloom want to accompany you aside from wanting to meet Zecora.” Applejack questioned.

“Because she wanted to make up it to you for feeling she got you all infected after she wanted to go after Zecora after you dismissed her as a little filly who doesn’t know any better.”

“Oh.” Applejack then replied as he looks aside feeling like a dumbfounded filly herself as the others who were quick to judge Zecora looked aside in shame too.

“Well, glad to see that everything is okay now that we know what’s really going on.” Kion said looking very pleased that everything is okay.

“Poa!” Beshte said in amazement that the brew in the cauldron worked wonders for Ono as he sees Ono is cured of the poison joke as Fuli speaks up about something on her mind.

“Though I still wonder what exactly got you all feeling that Zecora was up to no good in the first place?” Fuli wondered of why they reacted the way they did.

“Well…” Rarity then began to explain before coming forward with their explanation. “…Shortly after we met, we witnessed another mysterious stranger who had a very dark cloak more black than the brown one Zecora had making his way through Ponyville once a week.” She said as she recalled said figure visiting Ponyville. “He didn’t do anything harmful against us. He just got food and supplies every time he comes here.”

“What did this stranger look like?” Kion asked.

“Did you get a good look of who and what was under that cloak?” Twilight asked if they anything useful that could clue them in on this mysterious stranger as Kyoga sneaks a peek from around the corner with her eyes widening at the mention of the mysterious guy they are talking about.

“Honestly we don’t.” Applejack regretfully replied. “This stranger always his entire body covered up and he hardly spoke other than we he needed to talk to others when purchasing his goods.”

“And he had those scary eyes much like Zecora’s under the hood.” Rainbow added.

“And they weren’t a good color either, I mean they were green, just scary green.” Rarity added with emphasis on her distaste for green. “No offense.” She quickly said to the cheetah before she could get offended.

“None taken.” She nonchalantly replied as small flashbacks of Kyoga’s previous encounters with the guy they are talking about play through her mind leaving her heart racing as the traumatic experience briefly plays out while being faced with those scary green eyes.

“But we figured this guy means business and is someone we shouldn’t be going anywhere near him without protection.” Fluttershy timidly added. “So we know nothing else about him. So just seeing Zecora in town just reminded everyone of him and would explain why we were so quick to judge her very badly.”

“Really?” Kion asked while sounding surprised and intrigued by him. “Well we better make sure we keep watch for him in case he pops up again.”

“Agreed.” Twilight said. “At least before he does something that threatens the well-being of every pony and everyone in the Pride Lands.” She then turned to Zecora. “And I apologize on behalf of my friend’s for wrongly misjudging you.”

“That’s okay.” She forgave them. “Maybe next time you will take a second look, and not judge the cover of the book.” Zecora then said as she warmed up to those who misunderstood her as both Twilight and Apple Bloom giggled again.

"Oh, I'm sure they will going forward." Kyoga stoically replied as she approached them.

"Kyoga?" Everyone minus Twilight, Kion, Zecora, and Apple Bloom all exclaimed in surprise to see her.

"What are you doing here?" Kion asked.

"Meeting up with the zebra here." She replied.

"Come again?" Applejack asked just as confused as everyone else.

"You two know each other?" Ono asked as everyone takes this in.

"Yes." She honestly answered with a sigh as she recalled her travels as she first set foot in Ponyville before making her way into the nearby forest while noticing a stampede of ponies pursing Twilight and Spike with the Guard arriving in Ponyville to calm them down. "Ever since the portal between the Pride Lands and Equestria was opened I have come across here seeking refuge in the Everfree Forest it was there I would meet Zecora."

As Kyoga makes her way into the forest while limping and looking exhausted, battered, beaten, and bruised from the wounds she received in the past before meeting herself face to face with the zebra while wearing her brown cloak.

"Get back!" She defensively responded as she tried to muster up a fighting stance.

"Easy, Easy, young one." Zecora calmly replied as she approached her. "I want no harm done. Since you have taken a mauling and you are falling."

As soon as she said those rhymes she passed out feeling drained and fatigued.

As Kyoga opened her eyes she finds herself resting on a bed with her wounds covered up with leaves as bandages along with her scarred eye.

"Huh?" She said in panicked confusion as she reacts to the surroundings of the inside of her hut.

"Do not be alarmed dear." The zebra assured her. "For the pain you were feeling is gone without fear."

"Where am I?" She asked as she looked at the decorations around the room.

"You are now at my hut and staying here is a must." She responded as she urged a gentle hoof on the lioness to ease from trying to stand. "Just lie back and let yourself heal that your body does lack." She said as her patient reluctantly does as she is told.

"Ever since I met her, I've learned more about her and what she does around here as I recovered here enough that I could be able to defend myself." Kyoga in the present day said as she looks on around the room along with the equipment she has been using while recalling the memory of her leaving the forest the morning following the storm before making her way back to the Pride Lands until she found herself face to face with Janja and his clan while having to fend for herself along with Dogo who she just happened to come across as she tries to outrun them. "She recommended that I visit more even though I am able to walk, run, fight, fine for more therapy lessons. It was only after the Kupatana Celebration did I start taking her up on her that."

"Hevi Kabisa." Kion commented in surprise at their connection.

"Who would have known." Fuli remarked.

"Well it's good to know that you are taking steps to make sure you are properly healing." Twilight felt pleased when she learned firsthoof of the discovery before the others arrived. "And now that this batch is almost ready we just need to add another herb from Ponyville.” Twilight then said as she looked at the mixture one more time to make sure it is ready.

“Huh?” Ono asked as Twilight quickly placed a hoof on his beak to keep him from speaking as she has a motive for saying this.

“Because whenever Zecora comes to town, all the shops are mysteriously closed.” Apple Bloom then added.

“Not a problem.” Twilight assured her as she eyes her friends. “I think they can help you with that.”

“But Ono’s eyesight was just healed.” Rainbow pointed out as Twilight looks serious that there is a catch to getting the cure they need for their ailments.

“Yes, but you all gotta tell everyone that Zecora means no harm so she can be allowed to freely visit Ponyville without causing a further panic.”

“Right.” Rainbow then relented as they all decided to do so seeing that they deserve this.

In no time at all they were all able to clear everything up so they now know Zecora is friendly everything affected by the poison joke was able to bathe in the Ponyville Spa as Twilight, Zecora, and Apple Bloom all put the finishing touches in the bubble bath so everyone’s ailments could be cured while Kyoga watches as soothes her troubles in a hot tub. During this, Twilight managed to write another letter to her mentor about their most recent experience.

“Dear Princess Celestia,

My friends and I all learned an important lesson this week: Never judge a book by its cover. Someone may look unusual, or funny, or scary. But you have to look past that and learn who they are inside. Real friends don't care what your "cover" is; it's the "contents" of a pony that count. And a good friend, like a good book, is something that will last forever.

Your faithful student,

Twilight Sparkle"

“Miss Zecora, I would love to get the recipe for this bath. It's simply luxurious!” One of the spa workers complimented it.

“Applejack!“ Apple Bloom suddenly remembered. “Hey, where's Applejack?!” She asked everyone who all gasped worrying the worst has happened to her until she spoke up appearing in a small bucket because she was still tiny at the time.

“I'm right here, little sis. I ain't tiny no more!”

“Oh! I have never felt so lovely in all my life!” Rarity felt relieved and pleased that her mane and fur is back to normal as Pinkie after performing a cannon-ball with Bunga to splash water all over everyone including Fuli who got especially annoyed.

“Oh, my gosh! I never realized how horrible it is not to be able to talk.” Pinkie properly spoke now cured of the effects of the poison joke. “I mean, I love talking so much, and when I couldn't talk anymore, my tongue was all 'ehhhh'! It was the worst!”

“No kidding.” Bunga said in agreement as he popped his head out of the water. “Don’t you agree, Fluttershy?” He asked the yellow peagsus next to him.

“Yes.” She answered now having her normal voice back again with a pleased smile as Spike walks up with a bouquet of poison joke flowers in his hands.

“Although I do wonder these would have affected the others.” Spike mischievously wondered while eyeing those not taking a bath as Bunga wasted no time in wanting to find out.

“Let’s find out!” He said as he spread the crumbled up flowers all over Twilight, Kion, Fuli, and Beshte.

“Hey!” Kion and Twilight exclaimed as the poison joke magic got on them.

“Bunga!” Fuli shouted in annoyance by his antics as she found her legs going out of control as she speeds up and trips up and tumbles into Beshte. “Whoa! My legs!”

“Mine too.” Beshte said as his legs went limb as his strength gave out while Twilight’s horn went limb with blue spots appearing on it.

“Ha, ha, ha! Twilight Flopple!” Spike laughed as Twilight glared at him and Bunga to shut up.

“Sorry!” Bunga quickly apologized with his hands behind his back as the others look worried that Twilight is going to harm him. “I just wanted to find out of how it affected you.”

“That might have been a mistake.” Ono said as he fears the worst until Twilight suddenly broke out into laughter.

“That’s actually pretty good.” Twilight chuckled as she took it in stride much to Ono, Spike, and Bunga's relief as she helps Fuli and Beshte over to join their friends in the bath so they can cure themselves too. “How about you Kion?” She asked as the lion tried to speak but nothing could come out of his mouth.

“You okay?” She stifled a giggle as Kion was able to get something out of his lungs. A small squeak which turned into the sound of a braying donkey, similar to the failed attempted use of the Roar as a demonstration to his friends who then quickly covered his mouth in surprised shock that actually came out of his mouth as everyone else looks stunned by what had just happened.

Everyone then after a few seconds of silence ended up bursting out into laughter as Kion blushes in embarrassment before being playfully nudged by the floppy horned unicorn as they all joined their friends in bubble bath to cure themselves of the poison joke but not before the lion finds himself hugged by Apple Bloom to thank her for telling her what she needed to her to which he kindly returned with a paw wrapped around her which was all watched by the mysterious stranger in secret before making his leave before anyone could see him.

Author's Notes:

In this episode, the first of episode's that could have used some much needed work is done to fix that. Even though I kept in the Mane Five getting inflicted with the poison joke effects for most of the episode while adding Bunga and Ono in since they would fit in here. Having said that, I did add in, in the end the effects on the others who weren't getting all worked up and paranoid over nothing because they we would never see how it affected them at all.

In addition to a little heartwarming talk of sibling relationships from Kion and Twilight separately to Apple Bloom in regards to her over-protective older sister who assure her that she means wells even with her flaws we do have another appearance of the mysterious hooded figure who's appearances in Ponyville have kicked off the plot of the episode in motion which provided everyone a reason why they were parnoid and worried out of their minds whenever Zecora came to town.

In addition, Kyoga also has known Zecora for quite some time as when she first stepped in the Everfree Forest and collapsed from her wounds, Zecora was there to nurse her back to health while recommending therapy to keep herself moving to which it took the events of the previous episode to convince her while tying her appearance in Ponyville and the Pride Lands during the time of the first ten episodes.

Next up is "Swarm of the Century as the Pony Guard tackle another big problem when Parasprites cause havoc in Ponyville.

Episode 13: Swarm of the Century

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Episode 13:

Swarm of the Century

On a nice and bright sunny day, Fluttershy is out with Ono getting flowers in preparation for Princess Celestia’s visit to Ponyville the following day. It was something that no pony wants to be unprepared for as they all want to really impress her for when she comes to town.

“La, la la, la la, la la, la la.” Fluttershy sings to herself as she picks out flowers while the birds chirp and help her out as they fly around looking for the one’s she needs as a squirrel approaches her with a dandelion while tugging on her tail to get her attention. “Thank you little squirrel, but remember: these flowers are for Princess Celestia. Only the prettiest ones will do.” She kindly told him as a small breeze blew the dandelion’s children away leaving the squirrel embarrassed before fleeing. “La, la la, la la, la la, la la.” She sang to herself as she continued looking for more flowers as she went over to her apple basket.

“Flutershy.” Ono called out to her as he appears with another basket of flowers. “Here are more of those flowers you need.”

“Thank you, Ono.” She gently told her egret friend.

“Where should I put these…” Ono began to ask before being startled by a sudden chirping sound to which he quickly dropped the basket and ducked behind the nearby rock along with Fluttershy. “Gah!”

When they both poked their heads out to the rock of where the chirp came from and what appeared behind it was a small blue fly-like creature with cute baby green eyes and four wings, a Parasprite to be exact.

“Hello, little guy. I've never seen anything like you before.” Fluttershy greeted him as he slid over to him as Ono kept his distance from him by gut feeling as the parasprite started sniffing at an nearby apple. “Oh, are you hungry? Here you go.” She offered it to him as she mushed it up for him so it would be easier to chew only for him to turna round and immediately devour the whole basket of apples. “ I guess you were hungry.” She then said in stunned surprise as the Parasprite nuzzles himself into her mane while purring like a cat.

“You're the cutest thing ever! I can't wait to show you to my friends.” Fluttershy kindly said to him as Ono looks concerned and has his doubts about it.

“I don’t know Fluttershy.“ Ono voiced light reservations against the idea. “I mean yes he is cute looking, admittedly…” He added with an aside glance as he says that. “…but we just saw him devour a whole basket of apples that we needed for the princess’s visit tomorrow.”

“Oh don’t worry, Ono.” Fluttershy assured him as the parasprite. “I’m sure he won’t cause any problems for anyone. I mean how much trouble can these cute little things cause?”

“I’m guessing quite some trouble unimaginable.” Ono answered as he reluctantly gave into the peagsus’s request yet has a very deep gut feeling this is going to end badly for everyone.

Meanwhile at Golden Oaks Library, Twilight is constantly sweeping up and dusting off any dirt or cob webs she can find in order to tidy everything up for the princess’s visit to Ponyville and she is looking frantic and insistent on seeing to it goes flawlessly.

“Hey Twilight.” Kion called out as he greeted her yet sees that the unicorn is more focused on what’s about to happen tomorrow.

“Sorry, can’t talk, must clean!” She frantically said as she focused on making sure everything is in order.

Surprised seeing Twilight like this, Kion turned to her dragon assistant for answers.

“What’s going on with her?” He asked.

“Oh nothing, other than Princess Celestia is planning to pay Ponyville a visit. A supposed to be casual visit to which Twilight insists in ensuring that everything goes perfectly.” Spike sighed in his explanation while putting emphasis on perfectly.

“Really?” Kion said in surprise. “That would explain while everyone is working hard with the banners and decorations at the park.” He then focused back on his thoughts about it. “But all of this if it really is just a visit to check up here then I really don’t understand what the big deal is.”

“Oh if only I can really understand Twilight then I would.” Spike could only say as said unicorn calls him for help.

“Oh! Hurry up, Spike! This place isn't gonna clean itself.” Twilight called out to him as she continues dusting the place.

“It also didn't mess itself up.” Spike muttered under his breath to which was loud and clear for Twilight to hear.

“Princess Celestia will be here tomorrow!” She reminded him.

“I thought this was just an unofficial casual visit.” He also brought up.

“There's nothing casual about a visit from royalty.” Twilight returned as Kion had subtle disagreements there considering that’s his relationship with his father there. “I want this place to be spotless, and you've barely made a dent in the clutter.”

“Maybe you should, ugh, start reading them one at a time—“ Spike suggested as he tried to climb up a ladder while carrying a half dozen bookies with one hand before losing his balance and falling off to which he is quickly caught when Kion positions his back under so Spike would land on it. “Whew! Thanks!” He thanked him with a smile.

“Everything's got to be perfect. No time for fooling around.” Twilight further stressed the importance of this.

“You know, this would be an awful lot easier if there weren't two of us here getting under each other's feet.” Spike suggested to which Twilight seems to be taking to heart.

“Great idea. You clean, I'll go see how everyone else's preparations are coming.” Twilight promptly handed him the duster before leaving.

“Or maybe I should...” Spike tried to clarify of what he actually had in mind too late as she had already made up her mind and walked out the door. “See what I mean?” He then said to Kion who had no words to say for the moment at seeing Twilight acing a little unhinged like that.

“Yep, even though I do think she is getting a little worked up over nothing.” Kion then said. “I mean Celestia doesn’t look like the type of pony who would flip out over a very little thing that’s not to her liking.”

“I know, but try telling Twilight that.” Spike returned as he moves to dust around the place. “Ever since day one she has never disappointed her once I mean not even once.” He said with emphasis on once. “And even so she still never wants to find that out, heck, she wouldn’t even dream of not missing out on sending Celestia her weekly friendship reports. It’s like her whole life depends on it.”

“Well…” Kion tried to counter argue the times he’s dealt with his dad whenever he was disappointed in him but didn’t seeing that nothing is going to ease her nerves in the slightest. “…Even though I get want you’re saying, I still don’t think Celestia would even think of saying something along the lines to her in the slightest.”

“If only there was some way to tell her that without driving her off the deep end.” Spike solemnly said as he then pressed forward with making sure the book organization is in order. “Why don’t you go join Twilight and check up on the preparations with her? She could probably use your help right now.”

“Are you sure?” Kion asked not keen on the idea of leaving Spike behind and alone to take care of all of this.

“Don’t worry.” Spike assured him. “I got all of this, I usually get all done before she comes back whenever she goes out on patrol with you and the guys and girls.”

“Okay.” Kion reluctantly relented as he went off ahead to the park to catch up with Twilight who was just overseeing the preparations to which was so far to her liking up until she spotted something that caught her eye specifically the banner in question which read.

“Welcome Princess Celest.”

This was not okay for the lavender mare.

“What happened to the rest of her name?” She expected an answer for that.

“We couldn't fit it all in.” The light orange coated mare with green eyes and a carrot cutie mark explained to which still didn’t sit well with her.

“You can't hang a banner that says "Welcome Princess Celest". Take it down and try again.”

The two mares could not roll their eyes in defeat as they proceed to do as they were asked as Twilight runs off ahead to pony watering her personal garden with flowers and a small young tree in the center that had a basket of flowers hanging on one of the branches.

“That looks perfect. Keep up the good work.” She complimented as Kion follows after her until he was able to catch up to her as she arrives at Sugarcube Corner to check up on the banquet preparations.

“Hello, Mr. and Mrs. Cake. How's the banquet coming?”She greeted them as she and Kion pop their heads throught the front door window.

“Uh...it would be coming a little better if...” Mrs. Cake reluctantly and honestly answered as she pointed to some of the bite marks on some the desserts they tried to prepare courtesy of Pinkie and Bunga who constantly shovel the treats into the mouths as soon as they were baked.

“Mmm...” Pinkie said as she and Bunga chomped down a strawberry and chocolate cake together while wearing a crown on her head.

“Delicious.” Bunga added as he licks the frosting on his face that formed the shape of a beard as Twilight approaches them looking shocked by their lack of respect of the couple trying to get everything together.

“Pinkie! Bunga! What are you two doing?” She asked demanding an explanation for this “Those sweets are supposed to be for the princess.”

“We know. That's why we’re tasting them.” Bunga replied as he fiddled with his hands while Pinkie fiddled with her paws.

“Somepony and somebody needs to make sure that everything is tasty enough to touch the royal tongue…” Pinkie added as she and Bunga briefly stuck out their tongues which had melted icing on their tongues to which Twilight didn’t need to see as she covered her face from seeing that. “And I, Pinkie Pie along with Bunga, declare that these treats are fit for a king, or a queen, or a princess.” She proclaimed for she and the honey badger in a regal manner before the two eye another freshly baked cake to chow down on only to be stopped by Twilight who quickly shot them dirty looks for them not to do it as Kion stepped in to resolve this while placing a calming paw on her chest.

“All right, All right.” Kion said as he eased Twilight’s tension before she could think of doing something she’ll regret before focusing on the other two. “Listen I get that you both are excited over the princess’s visit but you both think you could show Twilight some respect and not eat up ever dessert the Cakes are trying to bake in preparation for her visit?” He politely asked of them who kindly obliged to his request.

“Fine.”

“Of course.”

They both said as they reluctantly backed away from the goods out of respect to which Twilight kindly smiled at Kion for helping her there as Fluttershy and Ono come inside.

“Twilight, Pinkie, Bunga, Kion you won't believe...” She excitedly began before seeing the four having a discussion. “…oh, I'm sorry. Uh, are we interrupting?”

“No, not at all. Come on in and make yourself at home.” Pinkie happily replied and greeted her. “What's going on, Fluttershy?”

“Yeah, what’s up.” Bunga asked as they approached her.

“You won't believe what we found at the edge of the Everfree Forest.” Fluttershy began as she turned to the parasprite deep in her mane. “Come on out, little guy. It's okay.”

The parasprite then appeared for all eyes to see as two more a yellow and a brown one appeared as well much to both Fluttershy and Ono’s surprise.

“Three?”

“They multiplied.” Ono said in shock as Twilight is the first to approach them.

“They're amazing. What are they?” Twilight admired them as she asked.

“I'm not sure.” Fluttershy honestly replied. “I'm also not sure where these other two came from.”

“I'll take one off your hooves.” Twilight offered as the yellow one flew onto her hoof. “I've never seen anything so... adorable.” She cuddled as she gushed befoe blushing in embrassment upon realizing she did in front of her friends. “Besides, it'll be nice to have a companion for Spike so he won't bother me so much while I'm studying.” She quickly added.

“Pinkie, do you want the other one?” Fluttershy then offered to the other mare in the room.

“Ugh! A parasprite? Are you kidding?” Pinkie refused in disgust as Ono looks on in surprise that she somehow knows what they are.

“Ugh?” Fluttershy felt stunned and taken aback by her response as she moved to leave.

“A para-what?” Kion asked.

“How could you not like...” Fluttershy tried to ask while feeling a little upset as she is again interrupted as she stuck her tongue out in disgust.

“Now I gotta go find a trombone.” She said as she interrupted Fluttershy.

“A what?” Bunga asked.

“A trombone, you know.” She said as she imitated the instrument and hopped off.

“Okay, what was that all about?” Kion asked as he turned to Twilight.

“Just, typical Pinkie.” Twilight sighed as she rolled her eyes while admiring the parasprite next to her.

“I don’t know.” Ono then spoke up as he examined them. “Considering she somehow came across them in the past they seem to be bad news.”

“Ono.” Fluttershy gasped. “How could you say that?” She then said in a somewhat surprised and scolding tone.

“No offense…” Ono started before explaining. “…but I honestly am beginning to think we shouldn’t be getting into welcoming these parasprites.”

“But why?” Fluttershy could not believe what she is hearing. “I thought you were supposed to be the Keenest of Sight?”

“I am.” Ono tried to be reasonable as he can be. “I’m not saying I hate them, I’m just saying considering one of them eat an entire bucket of apples and then multiplied to three in just the time between picking flowers and coming here along with Pinkie somehow knows them pretty well, I’m thinking that maybe we shouldn’t be keeping them around.”

“But how can you say no to an adorable little face like this.” Fluttershy tried to encourage him to change his mind while talking baby talk.

“Like this.” Ono bluntly replied. “No. Get out.” He said right in the parasprite’s face while gesturing a wing towards the door who then frowned and then flew off and away back to the Everfree Forest as the other two followed after him despite Fluttershy’s pleading face and hoof for them not to leave.

Immediately Ono finds himself face to face with the upset peagsus much to his surprise.

“I’m going to make sure they are okay and then you and I are going to have a serious talk.” Fluttershy then said with disappointment as she walked off ahead and after them while leaving the egret unable to process what Fluttershy had just told him.

“Hapana. What just happened?” Ono questioned out loud.

“She just told you off for hurting the adorable little creature’s feelings.” Bunga bluntly answered.

“I wasn’t trying to hurt her feelings.” Ono then said defensively which caused Bunga to back up with his arms up as if he was going to harm him. “I was just trying to tell her that while they are cute and adorable that maybe we’d be better off if we didn’t take them in for the sake of Ponyville. I mean Princess Celestia is coming tomorrow and who knows what could happen if they somehow multiplied and reproduced to the point they cause a massive invasion that destroyed Ponyville.”

Twilight after thinking about it for a moment then thought that he and Pinkie might be onto something here and with Celestia’s visit right around the corner she doesn’t feel like taking that chance.

“That’s…” Twilight began as she thought about what she had just heard. “…actually a very good point, Ono. I mean the princess is coming over tomorrow and if they do cause a scene just when she is visiting and whisk her way that could be a nightmare for me.” She then started to express fright at the thought as she runs off back to the library. “Ono fly ahead, and catch up with Pinkie. Get her to tell you everything she knows about them while try to do some research on them.”

“You got, Twilight!” Ono immediately replied as he flew off ahead while Twilight runs off ahead before anyone else could say or do anything about it.

“Okay. What should we do?” Bunga asked Kion as they are the only ones in the bakery right now.

“Let’s go try to find Fluttershy and try to reason with her.” Kion recommended the only thing they can do before things could get worse.

Even with Celestia’s visit on the horizon, a potential crisis that has possible and serious damage if not treated immediately must be dealt with to the point just saving Ponyville is just fine enough.

Meanwhile at Canterlot Boutique, Rarity is currently having Rainbow fit herself in a dress while the unicorn is trying to put on the final touches on it which is difficult when the model is an active seeking peagsus unable to stop moving her hooves in place.

“Stand still, Rainbow Dash.” She asked of her.

“Ugh, I caaan't, I need to flyyy! This is waaay too boring for me.” Rainbow groaned as he turned around while being stopped from flying away when Rarity places a hoof on her tail.

“Do you want to look nice for Princess Celestia or not?” Rarity asked her irritably to which Rainbow just slumps her flank on the table in defeat just as Ono came inside.

“Wow, impressive, Rarity.” Ono remarked in amazement at her work on the ponyequins.

“Mmhmm. Why thank you, Ono. Nice to know someone appreciates my talents.” Rarity returned as Rainbow face-hoofs herself.

“Ugh, sooo boooring.” Rainbow complained as Ono then focused on what he was really here for.

“Anyways, have you two seen Pinkie Pie?” He asked them. “I’ve been looking around town for her.”

“No we haven’t, dear.” Rarity answered. “Why?” She asked wondering what this is all about as they heard chirping from behind.

It was three more parasprites who appeared inside the shop.

“Huh?” Both Rarity and Rainbow said in surprise to see them.

“Oh no.” Ono groaned knowing full well what happened.

“Wow, what are they?” Rainbow asked as she started to gush over them.

“The better question is, where did they come from?“ Ono wondered as Rarity and Rainbow started cuddling them.

“Does anypony know where I can find an accordion?” Pinkie asked as she popped her head inside while catching the unicorn and peagsus cuddling the parasprites.

“Honestly, considering I have never one, no I haven’t.” Ono replied as Pinkie turned to the others.

“Girls! Hello! This is important.” She groaned upon seeing this is going nowhere. “Durgh! Thanks a lot.”

She then ran off as Ono follows after her.

“Pinkie! Wait!” Ono called out to her as he flew beside while flapping his wings really hard to keep pace with her. “Do these instruments help drive these parasprites away?" He asked as Pinkie suddenly stopped as if his guess was correct which led to the egret bumped into the party pony as he groaned in pain from the sudden breaking.

“Yes they do!” She exclaimed as she then hugged the egret tightly. “Oh, thank Celestia, someone understands me.”

“Well I am the Keenest of Sight. Common knowledge really.” Ono dully commented as he strained and struggled for air under Pinkie’s tight grasp. “And so does Twilight since she is trying to do some research on them right now.”

“Tell her that once I get everything together that this visit will go through smoothly from this point forward.” Pinkie seriously said to him as Ono flies off to the library to do so.

At the same time Kion and Bunga meet up with Fluttershy who have gathered the three parasprites who have now multiplied into about a dozen of them.

“Hey Fluttershy.” Kion greeted.

“Hello, Kion, Bunga.” Fluttershy kindly returned. ”Can I help you two with something?”

“As a matter of fact, there is.” Kion replied as he looks at the multiplied creatures. “And I’m afraid it involves these new friends of yours.” He said as he hates to break it her.

“Yeah, weren’t there only three of them when you first walked in at the bakery just earlier?” Bunga asked.

“Yeah, as soon as I caught up with them they just multiplied.” Fluttershy replied as one suddenly had the urge to cough up a hair ball and so did three more as they all spit on both Kion and Bunga’s eyes.

“Eww.” Kion said in disgust as the spit peeled off of their eyes to which formed eight more parasprites. “Hevi Kebisa!” He then said in shock of how quick they multiplied and quick swarmed and cuddled onto his fur.

“Sooo cute!” Bunga exclaimed as he awed them and returned their affection.

“Anyways…” Kion immediately said as he shook them off of his fur. “…We think it is best for everyone that you don’t bring these back to Ponyville.”

“But they are so adorable.” She protested as she nuzzled one up close to her cheek.

“I know but look around.” Kion acknowledged as he pointed around to the very growing in number creatures including a dozen more parasprites after they multiplied again while nuzzling Bunga. “They are multiplying like crazy in fact they are more than anyone could ever deal with at a time.”

“Oh, I’m sure it’s just a little phase for them.” Fluttershy still tried to insist otherwise despite obvious evidence to the contrary as one of them eats another bucket full of apples.

“Are you sure?” Bunga asked as he was lifted up by the multiple parasprites. “Doesn’t look like a normal phrase and that’s coming from me.”

“Maybe not.” Fluttershy admitted as she begins to see the growing problem.

“Fluttershy.” Kion began. “You’re going to have say good-bye them.“

“But, but…”

“Come on Fluttershy, do it for Twilight.” He encouraged her to do so even though it’s hard and cruel. “And for the princess.” He added with a whisper in a “Just between you and me.” manner.

“Okay.” She sadly relented.

“Thanks.” Kion replied as he then charged at grabbed Bunga by the mouth from the parasprites lifting him up in the air. “We’ll help you guide them back to the forest.” He offered as they both helped Fluttershy round them up by using their attraction to have them follow them all the while in Fluttershy’s heart is telling her she just can’t let go of her attachment to them not even one small one which proves to be a scale-tipper that could go either way if the choice of what to put on it is wise or not and it doesn’t look like it is weighing in everyone’s favor judging from her expression.

Back at the Golden Oaks Library, Twilight is back there at her sparkling clean home as she looks around to make sure everything is okay for the princess’s arrival now that Kion and Ono have informed her that they have taken care of the situation before it could get started with the latter having the party pony with enough instruments ready at her disposal should they come back.

“The decorations, the banquet, I really hope everything comes together in time for tomorrow.” Twilight said to herself in worry before letting what they told her sink in along with seeing Spike happily and comfortably sleeping in his bed. “Oh, who am I kidding, what's there to worry about?” She then said with a yawn before going to bed.

The next morning Twilight made her way out of the door to meet up with her friends for another morning patrol which was for once just a simple and quiet walkthrough of the Pridelands. No having to come to the rescue to an animal in need.

With the easy must do in the Pridelands taken care of they make their way back to Ponyville to prepare for the final touches before Princess Celestia arrives in a few hours but thankfully Twilight was more calm and relaxed about heading into today with nothing to worry about.

At least until they arrived back at Fluttershy’s cottage to gather what they need in order to prepare for her arrival when Twilight opened the door and out came a storm of parasprites to which they all burst out like a massive burst of heavy wind coming from Kion’s Roar.

“Where did they come from?” Twilight asked in shock at the sight of them.

“Fluttershy!” Kion then said the peagsus who looked away as if she was hiding something. “I thought I told you to get rid them.”

“Well…” Fluttershy shyly admitted. “I may have kept just one. Heh.” She revealed the orange parasprite she allowed to stay overnight in her cottage which needless to say earned her angry glares from everyone expect from Beshte who couldn’t bring it in his heart to do so. “I couldn't help myself. They're just so cute.”

“We don't have time to round up them up. What do we do now?” Twilight then asked as she was starting to lose her mind with this sudden turn of events. “The princess could arrive at any moment.”

“Don’t worry Twilight!” Rainbow said with a quick idea in her head appearing with flying goggles above his head. “We call in the weather patrol. Come on Fuli it’s time to take out the adorable trash!”

She then quickly followed Rainbow’s lead as the former pounded her chest like Tarzan before taking charge as the two use their super speed to run circles around them to create a combined rainbow twister that sucks all of them inside while nearly sucking everyone else nearby.

“Quick! Hang on to something!” Kion ordered the rest of the crew to quickly do so before they get sucked up as well.

Twilight quickly grabbed onto the nearby fence with Applejack biting onto Twilight’s tail with Kion and Bunga quickly following suit as Rarity hangs onto a nearby log with Ono biting in her tail to hang on.

“Ow.” She complained.

“Sorry.” He said through his mouth full of hair while not making the classic mistake of letting go to speak clearly.

Pinkie and Fluttershy unable to find anything to hang on nearby got sucked up inside before being rescued when Beshte leaps up to weight them down and place their weight against his body which serves as a wall to keep them from getting sucked up.

“Don’t worry, I got you two.” He assured them as he plants his weight into the ground to make sure they don’t get sucked inside as Rainbow and Fuli slowly make their way out of Ponyville with the tornado’s strong winds dying down around Fluttershy’s cottage.

“Way to go, Rainbow Dash, Fuli!” Twilight complimented the two as the tornado’s now out of range for all of them to safely let go without worrying of getting blown away.

“Looks like our problems are solved.” Applejack said in relief.

“You said it!” Bunga said in agreement as he looks on at the tornado. “Look at them go!”

“Not entirely.” Pinkie said as she voices otherwise earning her confused reactions from the others.

“What do you mean?” Bunga asked.

“I mean now they have grown massively in numbers we need to be sure that they don’t come back.” She seriously replied. “Because if we don’t, then all of Ponyville is doomed.”

“And just how would you know that would happen?” Twilight asked as Applejack and Rarity both look lost that she actually knows how to deal with these creatures.

“It’s part of a long story.” Pinkie began before rapidly explaining herself. “But the short version is I came across them shortly after getting my cutie mark who they really seemed like innocent and cute creatures to be around enough to keep overnight but then like here they multiplied in massive numbers to the point they ate everything in sight until I just happened to come across some musical instruments and they immediately stopped what they were doing and followed me away from the farm.”

As soon as Pinkie finished explaining she took a deep breath in and then out as the others are rendered speechless.

“Poa.” Beshte said in amazement of how fasts she explained that.

“Is this true Ono?” Twilight asked the egret who spent time with her.

“Oh it is, amazingly.” Ono replied while still finding it hard to believe.

“So these parasprites actually love musical instrument’s more than food itself.” Bunga asked as he tried to understand her story.

“Oh yes.” Pinkie replied as she quickly gathered together all of her instruments. “And now I’m not about to make the same mistake again.” She then said with an idea up her hooves on how to deal with it. “And here’s how we’re going to do it.”

Back at the Everfree Forest, Rainbow and Fuli have finally arrived there as they send the parasprites back to the forest just as the other ponies along with the Guard arrive on the scene just as the twister dies down.

“Whew.” Rainbow said after sending the swarm back into the Everfree Forest.

“That takes care of that.” Fuli said as she took some deep breaths as she recovered from all of that running.

“Oh, and just in time.” Rainbow said as they all see the princess is arriving in her chariot just as Kion and Pinkie both run off ahead into the forest. “Hey, where are you two going? The princess is arriving.” She pointed out to the royal peagsus guards flying into the town entrance with the alicorn in tow.

“We need to make sure the princess’s visit goes off un-interrupted.” Pinkie called out as she then used her instrument’s to play music that got the parasprites happily dancing to the tune as they are lead to another part of the forest.

“It’ll be fine. She knows what she is doing.” Kion called after the two as he ran to keep up with Pinkie. “Just go make sure the princess’s visit goes smoothly.”

“Look.” Twilight called out as the princess’s chariot lands on the ground before them as they all get together so they can greet her with a bow.

“Twilight Sparkle, my prized pupil.” The sun monarch greeted with her wings spread out in her usual warm tone.

“Hello, princess.” Twilight returned as she rose on her hooves as they heard Kion's roar from the distance.

“So lovely to see you again, as well as your friends.” Celestia continued as the others rise as well just as Kion and Pinkie both regroup with the others. “All of your friends.” She added as Kion and Pinkie both greet her with a bow upon meeting up with her.

“Pleasure’s our’s, Princess.” Kion greeted her as she gives Twilight a secret wink to assure her the problem’s taken care of.

“So... how was the trip? Hit much traffic?” Twilight then asked of her mentor.

“Not much at all.” She assured her nothing happened along the way as she makes her way to town to oversee the preparations done in anticipation of her arrival. “And I see Ponyville is looking in quite fine shape.” She then said as she saw the banner with her full name on it along with the fully grown flowers in the nearby gardens and wreaths. “Mmm. Along with these very beautiful flowers. Oh how very lovely.”

“Why thanks, Princess.” Fluttershy shyly thanked with a blush. “I picked them myself.”

Twilight watches on is now pleased that everything is finally going well despite some hiccups along the way just as one of the guards whispers something into the princess’s ear.

“Mmm-hmm. What really? That fast?” She asked who simply nodded. “I’m sorry everyone but unfortunately, this visit is going to have to wait for another time. I'm afraid an emergency has come up in Fillydelphia. Apparently there's been some sort of infestation.”

“An... infestation?” Twilight asked in surprise as Kion and Pinkie both have their eyes widen surprise hearing this as they shifted their eyes towards each other as their plan may have caused another problem.

“Yes, a swarm of incredibly bothersome creatures has invaded the poor town.” Celestia regretfully said. “I'm sorry Twilight, to have to put you all through so much trouble.”

“Oh don’t worry.” Kion quickly assured her for Twilight who wonders along with the others judging from his quick reaction to answer of what he and Pinkie did. “It wasn’t any trouble at all.”

“Before I have to go Twilight…” She then said to her pupil. “…would you care to give me your latest report on the magic of friendship in person?”

“My... report?” She asked in surprise moreso at what Kion and Pinkie did that may have had something to do with this sudden emergency in Fillydelphia.

“Haven't you learned anything about friendship?” Celestia reminded her.

“Actually, I have. I've learned that sometimes the solution to your problems can come from where you least expect it. It's a good idea to stop and listen to your friends' opinions and perspectives...” Twilight replied as she glanced over at Pinkie Pie the one who actually had past experience with them and knew exactly what to do moreso than Fluttershy. “..Even when they don't always seem to make sense.”

“I'm so proud of you, Twilight Sparkle, and I'm very impressed with your friends as well. It sounds like you're all learning so much from each other.” Celestia commended her for her learning progress as she looks over the others as her chariot appears before her to carry her away to Fillydelphia.

“Thank you, princess.” Twilight returned as the princess gets in her chariot so it can take her off to deal with their just recent new problem.

Once the princess was out of everyone’s sight, they all turned their attention to both Kion and Pinkie as Twilight gives them both a questioning brow as the two are rendered speechless upon realizing their mistake.

“So, sudden emergency in Fillydelphia, huh?” Twilight began as they both shifted their eyes around while avoiding eye contact. “Have any idea what that might be about.” She sternly pressed the two for answers.

“You know some sort of infestation that just sparked up.” Rainbow added while crossing her arms as she joins in on the interrogation.

“Oh well um…” Pinkie said as she nervously smiled with a forced grin as she rubbed the back of her neck. “Funny story and a true story you’re going to like…“

“Get to the point!” Applejack stoically pressed of them.

“I had Kion use the Roar on them to send them far away long enough until the princess left Ponyville.” Pinkie then quickly answered unable to avoid dodging the truth as Kion had nothing to say about it.

“WHAT?!” Twilight exclaimed in shock.

“I swear I didn’t mean to.” Kion innocently said in his defense. “Pinkie said to roar at them to keep them deep in the forest and out of town.” He then said as he turned to the pink mare with a glare. “But she didn’t say anything about it sending them to Fillydelphia.”

“Oops.” Pinkie replied while still forcing herself to grin. “No worries. Well, have tuba, will travel.”

“I think the princess can handle it.” Twilight replied just before she could get started on heading on over while playing her tuba. “Let’s just hope she doesn’t connect the dots back to us and have us help clean up there.”

“So you knew what those critters were all along, huh Pinkie Pie?” Applejack then asked with an impressed smile.

“Well, duh! Why do you think I was so frantic to get my hooves on all these instruments?“ Pinkie responded.

“Well before asking and learning why, we would have assumed you would have been acting like, um, well, just being Pinkie with her usual antics.” Ono honestly brought up.

“Oh come on. That’s an exaggeration….“ Pinkie tried to argue in her defense but then thought. “…or not.” She then said as came to see that she wouldn’t believe herself if she were in those hoof steps.

“To tell you the truth, I probably wouldn’t have believed it either.” Fuli said supporting Ono’s argument as some of the others spoke in agreement.

“Couldn’t have said it better, Ono.” Bunga returned.

“Me neither.” Fluttershy also said before flying over to Ono. “Sorry I didn’t listen to you the other day.” She apologized. “I should have listened to you and Pinkie before things got out of hoof as well as knowing to draw the line of who to allow in my home.”

“It’s okay, Fluttershy.“ Ono accepted it before returning an apology as well. “And I’m sorry too for offending you back there. I was only trying to warn of the potential dangers they had without realizing that I was being a tad bit too blunt when telling you.”

“It’s all right. You got nothing to be sorry about since this is all my fault to begin with.” Fluttershy told him as she hugged him in her arms.

“Even so, you and Ono great friends.” Twilight added they hold nothing against them for what happened before turning to Pinkie. “So are you Pinkie, even if we don't always understand you.”

“Thanks guys, you're all great friends too, even when I don't understand me.” Pinkie acknowledged and returned in kind.

“You saved my reputation with Princess Celestia, and more importantly, you saved Ponyville.” Twilight then gratefully said to her as they all make their way back into town. “Now what do you all say we celebrate and get ourselves some lunch?” She asked everyone who was onboard with the idea.

“Oh yeah!” Bunga said in excitement.

“I’m in.” Beshte eagerly replied.

“Ditto.” Ono said.

“Let’s eat.” Fuli said ready for that banquet.

“Count me in.” Rainbow added.

As Twilight led the way she thought of something.

“Spike has been really working hard for her recently and she hardly has given him anything rewarding to him to show her appreciation to him. Maybe after lunch I’ll go with Rarity to the gem caves to find some gems for him as a “Thank you.” gift to him for when I get back home.” She thought to herself as Spike suddenly appears in front of the entire Guard.

“Hey guys!” Spike yelled out to them.

“What’s up?” Twilight asked seeing the sense of urgency on his face as he pulls out a letter from the princess.

“Emergency summons to Fillydelpha!” He said as he showed him the letter she had just sent over.

“Oh no.” She then said to herself seeing their work for the day dealing with this mess is not yet over as said princess is currently struggling with the current epidemic as she maintains her distance from them while conjuring up magic to entrap them in a bubble.

“Do we have to go over to Fillydelpha?” Ono asked with a tired expression as he was expecting this to happen.

“Yep.” Twilight responded with an equally resigned expression as she leads the way to the train station to help the princess with the ongoing parasprite problem there. “Come on, everyone.”

“But wait!” Bunga brought up pointing to the display of food behind them. “What about our lunch?”

“We’ll just have to bring it along for the train ride.” She replied as she and Rarity lifted a bundle of goods into their saddle bags while the others did the same until their bags were full of food. “Let’s just get this over with.” She then said expecting the worst as she leads everyone on another long and painful trip as the others also got the feeling that this is all going to suck when they get there.

As they all head on over to the train station, Pinkie who still has her instrument’s with her blows on her trombone mimicking the sound “Wah, wah, wah!” directed in front of those watching and reading before regrouping with the other’s.

Author's Notes:

For this being another one of the episodes that could use some touch-ups is having the conflict attempted to be resolved before it could turn into a huge problem like what happened in cannon.

Mainly, Ono being the first to pick up that Pinkie is onto something while Kion tries to reason with Fluttershy it is best for everyone that the parasprites stay in the forest and do not come back to town which she listened...although she was too kind to keep just one with predictable results like in cannon.

In addition, they were more than willing to listen to Pinkie more in this version which allowed the problem to go more smoothly...

...aside from the new Bitersweet Ending that Pinkie's plan to ensure they don't return ended up causing the emergency at Fillydelphia which required the Princess's and the Guard's immediate attention.

Next up is "Winter Wrap-Up." with the cleanup of winter in preparation of the first day of spring in Ponyville takes place.

Episode 14: Winter Wrap Up

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Episode 14:

Winter Wrap Up

At the Golden Oaks Library, both Twilight and Spike are sleeping very early in the morning just when the former walks up with a bright smile, wide awake, and full of energy.

“Spike, wake up. Wake up, wake up, it's Winter Wrap Up day!” She excitably nudged the baby dragon to wake up before running off to another part of the room.

“Huh? Mommy?” Spike muttered as Twilight quickly turned to him as she literally got face to face with him.

“Winter Wrap Up!“ She firmly reminded him of what today is.

“Oh right.” Spike then said as the unicorn turns on the lights to force him to move and work his way into getting up as she properly readjusts a picture frame before jumping into her winter boots.

“Spike, the first day of spring is tomorrow, so everypony in Ponyville needs to clean up winter. Now help me get ready.”

“Okay, okay.” Spike groggily obeyed as he got out of bed and then got her checklist together. “But I do gotta ask why would anypony clean up winter? I mean don’t they just use magic to change the seasons like they do in Canterlot?” He wondered out loud of the point of doing so here.

“That’s because Ponyville was started by Earth ponies…” Twilight replied as she explained to him its importance while putting on her winter outfit and gear. “…so for hundreds of years they've never used magic to clean up winter. It's traditional.“ She then sighed as her saddle falls off just after putting it on.

“Like with the Lion Guard’s before the very first Pony Guard ever created along with the first Lion Guard compromising of not all lions.” Spike grumbled in annoyance as he handed her, her clipboard. “No offense but I just find it ridiculous. No magic... Fuh.”

Twilight paid no attention to those negative remarks as she goes over her checklist after tightening her saddle around her waist and putting on her scarf while Spike gets ready to leave along with her.

“Okay, let's see: scarf, check; saddle, check; boots, check. It's a good thing I'm so organized.” She prided herself with determination ready for her first Winter Wrap Up. “I'm ready. Bright and early. Oh...” She said as she opened the door only to find to her surprise that it is still dark out. “…maybe a little too early.” She then said slightly embarrassed of how overly excited she got as Spike groans before making his way back to bed.

“Wake me up, when the sun is actually starting to rise.” He grumpily said to her as he went back into bed as Twilight closed the door after her so she can properly wait for the sun to rise before trying again.

The Lion Guard all ready to meet up with their pony friends in the other world then come across the surprise to see Ponyville is covered in snow.

“Hevi Kabisa.” Kion remarked in surprise at their surroundings.

“Poa.”

“Un-Bunga-veiable.”

“Hapana.”

“Where did all of this snow come from?” Fuli wondered in amazement just as Twilight runs by them with Spike in tow riding on her back still sleeping and trying to catch up on his sleep.

“Hey Twilight!” Kion called out to her as he and the others ran after her. “Wait up!”

“Oh hey guys!” Twilight happily returned as she ran towards the direction of City Hall.

“What’s going on?” He asked.

“Ponyville’s Annual Winter Wrap Up.” She answered.

“Winter What?” Kion replied while still lost by what it is as much as everyone else as Twilight stopped in her tracks to properly explain it so it makes sense just as they approach City Hall.

“Winter Wrap Up. Once a year on the last day on winter which is today, ponies from all over Ponyville gather together so they can help clean up in preparation for the first day of spring.”

“Okay time out.” Ono felt the need to interrupt with her wings motioning like a referee’s in a game. “Now here’s the part where I get lost. So these last two months were really winter here in Ponyville?”

“Yes and to tell you the truth, snowfall here came be pretty random depending on global warming.” Twilight answered while acknowledging that she too doesn’t understand the town’s weather patterns either before moving on while pointing to all of the ponies gathered before City Hall waiting for their mayor to begin the procedure. “Anyways, as I was saying. Every year every pony gathers to prepare clean up the remains of winter which the work is divided into three teams. The weather team led by Rainbow Dash who along with the other peagsus ponies clear the weather so the snow can melt in a timely fashion while Pinkie Pie helps lead the other earth ponies into properly skating across the ice on ponds so that it melts efficiently. The animal team led by Fluttershy helps awake animals who spent the winter hibernating while properly ensuring they are all awake and ready for spring while the plant team leader Applejack leads everyone in clearing the snow from the fields.”

“Phew. That sure sounds like a lot of hard work.” Beshte replied as he takes in of how much the unicorn went into detail of how everything works here.

“But it sounds like fun! Can we join in?” Bunga chimed in.

“Of course! The more the merrier.” Twilight happily replied as they all make their way down the hill. “Oh I can’t wait to get started.”

“Boy, does she sure seems excited over this.” Fuli remarked to the others as they follow after the unicorn.

“Those must be the team vests Rarity designed.” Twilight told the dragon on her back as he started to wake up. “Blue for the weather team, green for the plant team, and tan for the animal team. I wonder which team vest I'll be wearing.”

“I'll take a blue vest, same color as my blankie, which I think I hear calling my name.” Spike replied as he is still not fully awake and ready to take on Winter Wrap Up. "Spike! Spike! Come to bed!" Ugh, it's too early.”

As everyone gathered together at City Hall the mayor began her announcement.

“Thank you, everypony, for being here bright and early. We need every single pony's help to wrap up winter, and bring in spring. Now, all of you have your vests, and have been assigned to your teams, so let's do even better than last year, and have the quickest Winter Wrap Up ever!” She continued as every pony continues cheering in excitement as Twilight is popping her head up as she jumps her head above the crowd.

“Oh, this is so exciting.” She said as the mayor starts directing everyone to their teams.

“All right everypony, find your team leader, and let's get galloping!”

As everyone already wearing their vests all make their way to their color coordinated assigned teams, Twilight herself along with the rest of the Guard are left wondering where to go since none of them have their vests

“Oh gosh, where should I go? I'm not sure where I fit in. What exactly does everypony do?” Twilight began to question herself as she looks around of where to go as the main cast begins to sing to a tune.

“Three months of winter coolness

And awesome holidays.”

Rainbow sang in the spotlight as it changes its focus onto Pinkie Pie.

“We've kept our hoofsies warm at home

Time off from work to play.”

She sang as it is now Applejack’s turn in the spotlight.

“But the food we've stored is runnin' out

And we can't grow in this cold.”

She sang as it is now Rarity’s turn in the spotlight.

“And even though I love my boots

This fashion's getting old."

“The time has come to welcome spring

And all things warm and green

But it's also time to say goodbye

It's winter we must clean

How can I help? I'm new, you see

What does everypony do?

How do I fit in without magic?

I haven't got a clue!”

Twilight sang as she looked around still finding her place with a now awake Spike in tow as the Guard follows after her.

“Winter Wrap Up! Winter Wrap Up!

Let's finish our holiday cheer

Winter Wrap Up! Winter Wrap Up!”

Rarity and Fluttershy sang as they led a couple of ponies into their assignments.

“'Cause tomorrow spring–

–is here!

'Cause tomorrow spring is here!”

Both Applejack and Rainbow Dash sang as the latter flies by and interrupts Applejack as she walks by.

“Bringing home the southern birds

A Pegasus' job begins

And clearing all the gloomy skies

To let the sunshine in

We move the clouds

And we melt the white snow.

When the sun comes up

Its warmth and beauty will glow!”

Rainbow sang as she and the other peagsus’s clear the skies as she oversees their progress as a beam of sunshine created from it shined on Twilight.

“Winter Wrap Up! Winter Wrap Up!

Let's finish our holiday cheer

Winter Wrap Up! Winter Wrap Up!

'Cause tomorrow spring is here

Winter Wrap Up! Winter Wrap Up!

Cause tomorrow spring is here

'Cause tomorrow spring is here!”

Rarity and a few other ponies sang as she led them into carrying a wagon full of twigs to her shop so she can start making bird’s nests.

“Little critters hibernate

Under the snow and ice.”

Rarity sang as starting her Winter Wrap Up job.

“We wake up all their sleepy heads

So quietly and nice.”

Fluttershy sang as she did so word for word.

“We help them gather up their food

Fix their homes below.”

Rarity sang as the other animal team members do exactly as they described.

“We welcome back the southern birds.”

So their families can grow!”

Rarity and Fluttershy as the happy birds ready for spring chirp and fly around Twilight, Spike, and the Guard as they marvel at the wonders of what their spring preparations bring.

“Winter Wrap Up! Winter Wrap Up!

Let's finish our holiday cheer

Winter Wrap Up! Winter Wrap Up!

'Cause tomorrow spring is here

Winter Wrap Up! Winter Wrap Up!

'Cause tomorrow spring is here

'Cause tomorrow spring is here!”

Everyone sang as the Pegasus ponies all knocked the snow off of the nearby ponies to which one of them nearly buried Twilight yet was saved when Beshte dives above her and blocks the snow as Twilight glares at Rainbow who simply returns a teasing smile.

“No easy task to clear the ground

Plant our tiny seeds

With proper care and sunshine

Everyone it feeds

Apples, carrots, celery stalks

Colorful flowers too

We must work so very hard”

Applejack sang as she oversees the snow being plowed off the harvesting grounds along with all of the other seeds they plan on planting into the ground together just as two nearby ponies join in on song.

“It's just so much to do!”

“Winter Wrap Up! Winter Wrap Up!

Let's finish our holiday cheer

Winter Wrap Up! Winter Wrap Up!

'Cause tomorrow spring is here

Winter Wrap Up! Winter Wrap Up!”

Everyone sang as the peagsus ponies cleared the snow of the rooftops.

“'Cause tomorrow spring is here”

Pinkie sang as she skated on ice.

“'Cause tomorrow spring is here!”

Everyone sang together.

“Now that I know what they all do

I have to find my place

And help with all of my heart

Tough task ahead I face

How will I do without my magic

Help the Earth pony way

I wanna belong so I must

Do my best today,

Do my best today!”

Twilight sang as she still looked around as she sees everypony at work while climbing up a steep hill as the Guard looks a little concerned as if it is going to be trouble for her for such what should be a simple task at hoof.

“Winter Wrap Up! Winter Wrap Up!

Let's finish our holiday cheer

Winter Wrap Up! Winter Wrap Up!

'Cause tomorrow spring is here

Winter Wrap Up! Winter Wrap Up!”

Everyone sang together as they all got together team by team.

“'Cause tomorrow spring is here

'Cause tomorrow spring is here

'Cause tomorrow spring is here!”

Twilight concluded the song as everyone gets back to work.

“Everypony belongs to a team. What should I do? Where should I go?” Twilight again asked as she still looks uncertain of where to go.

“With all honesty…” Kion began with a word of advice. “I personally think the answer is whatever team fits your skills the best.”

“I’m sure no matter what you’ll find a way.” Beshte assured her as they hear Rainbow call out to the ponies on her team as she flew by the unicorn.

“All right team, you're clear for takeoff.”

“Rainbow Dash!” Twilight called out to her.

“Oh, hey Twilight, what's up?”

“What are you doing?”

“Sending off one of my flight crews to retrieve the birds that have flown south for the winter.”

“Oh, can I help? How about if I help clear out the clouds?” Twilight eagerly offered.

“Um...” Rainbow tried to kindly break it to her while flapping her wings for her to get the hit without hurting her feelings.

“Right. No wings.” She then remembered.

“Sorry, Twilight. I’m sure there is something for you do around here in Ponyville. Although….” She apologized as she turned to the egret. “…I could actually use your keen sight to help spot out the birds.”

“Really?” Ono said in surprise. “Okay.” He then accepted as he has nothing else better to do at the moment.

“Great! Then let’s go!” Rainbow said as she flew ahead as the egret follows after him trying to keep up with him.

“Sorry Twilight.” He quickly apologized as he purses the blue peagsus. “Rainbow, wait for me!”

“Great, now what do we do?” Twilight then asked with dismay.

“I don't know about you, but I'm gonna be nappin'.” Bunga returned as he started to nap in a nearby bush as Kion gives him a serious look along with Fuli as he snores away his troubles.

“Bunga, this is serious business.” Kion reminded him of what they are dealing with.

“Winter needs to be wrapped up, and I'm determined to do my part. Somehow.” Twilight then added just as seriously but until the last part.

“And we’re sure we’ll find our parts as much as everyone else.” Kion assured her as he looks around and sees Rarity building nests in front of her shop. “How about seeing if Rarity need’s some help she’s over there by herself.” He suggested to her who immediately took in the idea as she went over there right away.

“Rarity, please tell me there's something, anything I can help you with.” Twilight eagerly pleaded the other unicorn as she was just putting the finishing touches on her first completed nest.

“Well, how would you like to help create Ponyville's finest birds' nests?” Rarity offered.

“Birds' nests?” Twlight asked in confusion.

“You know, the things that bird’s use to make themselves home at.” Bunga clarified as Fuli glances at him.

“She knows what a bird’s nest is, she meant how do bird’s nests work during Winter Wrap Up.” Fuli clarified back at him while urging the honey badger to be a little more sensitive.

“Anyways…” Rarity said as she pretends she didn’t hear that. “…When the weather team guides the birds back north for the spring, they'll need a place to live and lay their eggs.”

“Wow, Rarity, that one's really beautiful.” Twilight complimented her work as the others follow suit.

“That Un-Bunga-veilable!”

“Poa!”

“That’s a very good job you did there.”

“Even I’m impressed.”

“Oh why, thank you most sincerely all of you.” She graciously appreciated the compliments. “Would you like to try your hoof at a nest?” She offered.

“Would I? Yes! Where do I begin?” Twilight accepted.

“Okay. Now... uh, take some of that straw and hay over there, and a little bit of branch.” Rarity began as she levitated a basket of supplies for her to use as she lays it out in on the table in an organized manner. “Now, weave them through there, yes. Uh, take some ribbon, yes, oh uh, n... not there, oooh, yes, uh, tuck it in over there, uh but be careful not to... I don't know I guess that would do... oh dear.” Rarity tried to help her step by step but it seems the unicorn doesn’t fully understand of how bird’s nests are created as she winds up creating a rather messy yet, unkempt, and out of shape one too appalling for even Spike or Bunga to stand.

“There! It looks just like... yours. Oh my.” Twilight said as she presented her creation yet is suddenly mortified by her handicraft as the others are left speechless.

“That nest needs to be condemned.” Bunga remarked with contempt which is met with another glare from Fuli and dope slap from Spike. “Ow! Hey!”

“Oh, Bunga, it's not so bad.” Rarity tried to make light of it as she tried to shrug it off. “Ah, maybe birds can use it as a...”

“An outhouse?” Bunga finished to which Fuli glared at him again with another dope slap courtesy of Spike. “Ow! Hey!”

“Bunga. It's just fine.” Rarity assured him as she walks forward readjust the nest while politely nudged the embarrassed unicorn aside. “It's just a little rough around the edges. Let me lend you a hoof. Let's just untie this ribbon, and let me take out these sticks here, we'll shave this...“

As Rarity undoes her mess, Twilight is feeling more disappointed with herself as she hangs her head in shame before walking away.

“I think we lost her.” Bunga whispered to the others who are not finding his antics amusing in the slightest as they follow after Twilight minus Fuli who decides to stick around to take a crack at the nests while Rarity’s starting to unravel at fixing up Twilight’s attempted creation.

The three then make their way down over to the frozen ponds where they meet up with Pinkie Pie who is currently skating there and putting some fast and quick moves.

“Hellooooooo, Twilight! Wheeeeeeee!” She greeted as she spun around in her skating very fast.

“Wow, Pinkie Pie, you're quite the skater.” The lavender mare complimented.

“Probably the best skater I've ever seen.” Bunga also complimented as she and the rest of the Guard came down the hill up towards the edge as the pink mare approached her.

“Thanks Twilight, Bunga, I've been doing this since I was an itty-bitty little-wittle Twinkie-Pinkie. Just comes natural.” She then said as she performed some more skating on the ice. “Which is probably why they designated me the lake scorer. I cut lines in the lakes with my skates. That way, when the rest of the weather team comes here to break the ice, it'll be easy as pie.”

“How clever. When the thick ice begins to melt, it'll break along the lines.” Kion then said as he figures out why.

“Exactly.” Pinkie replied.

“Well, you sure have a lot of work ahead of you, there's quite a few lakes in Ponyville.” Twilight commented.

“Ha, tell me about it.” Pinkie didn’t worry too much about her task at hoof. “Hey, Twilight, wanna help me out?” She offered.

“Would I?”

“Come on, put on those skates over there. I bet you'll be a natural too.” Pinkie gestured her to a pair lying around the rink.

“Okay.”

Twilight then obtained the skates and placed them on but as soon as she stepped onto the ice she found she wasn’t seeing herself as a natural enough to maintain decent balance on the rink.

“Uh... maybe on second thought.” She voiced wanting to back out to the others.

“Don’t worry Twilight, we’ll help you out of those.” Kion responded as he gently pulled her back by the tail so Spike can help take the skates off of her hooves.

“What are you talking about?” Bunga however voiced his objections to that. “You said you wanted to be helpful.” He then pushed Twilight back towards the ice against her will. “Now get out there.”

“Bunga!” Kion scolded him as Twilight finds herself unable to steer or control herself.

“Oh no, whoa, wow...”

“Twilight, steer! Steer!” Pinkie called out to her.

“Yaaaaa!” She screamed as she finds herself on a collision course.

“Uh oh!” Beshte could only say.

“Hevi Kabisa!” Kion added in alarm.

“Oh boy...” She said with the realization she is coming straight towards her before they both screamed as they crashed into a nearby pile of snow with Spike who tried to do something about ends up caught in the crash too.

“Wow, ha, ha, you are a natural, Twilight.” Spike tried to compliment her.

“A natural disaster is more like it.” Bunga laughed out loud to which is met with Kion and Beshte frowning at him again. “What?”

“Twilight, you did a great job your first time around.” Pinkie complimented. “I'm sure my first time was just as wobbly and bobbly and crasheriffic as yours.”

“Really?” Twilight hopefully asked.

“No.” Pinkie honestly replied after thinking about it for a second to which Bunga chuckled while oblivious that Twilight is feeling down again to which earned himself another slap to the head by Spike. “But did I make you feel better?”

“Mm-hmm, yeah, I guess.” Twilight positively returned while lying through her teeth to which Kion saw through her attempt to mask it.

“I think you'll be super awesome at something that keeps your hooves on the ground. I know, Fluttershy could probably use your help with the critters.” She assured her and then recommended another Winter Wrap Up job idea.

“Well... I'm pretty good with little animals. Yeah, I'll go help her.” Twilight then said as she finds herself sliding out of control again.

“Uh... it's, ah, that a-way.” Pinkie gently corrected her as she winds up crashing into another snow pile.

“Yaaaaaa!“ She screamed as Bunga started to laugh at her expense again to which Spike slapped him on the head again while Pinkie shows the poor unicorn trying to fit in a sympathetic look as she takes off her skates and walks off after recovering from her crash as she personally doesn’t find it very funny.

“Dude, sensitivity.” He reminded him while disappointed with the fact that what he is doing isn’t helping.

“Don’t worry, Twilight.” Kion again attempted to assure her everything will be okay. “I’m sure there is something out there that fits your skills very well.”

“Hopefully.” Twilight dully returned as Kion and Beshte start to feel worried for her as they met with Fluttershy.

“Wake up, little sleepy heads.” Fluttershy softly called out to the critters hibernating in the tunnel with a light bell in her mouth. “Hope you had some wonderful dreams and restful hibernation, but it's time to get up now, spring is coming.”

As Fluttershy pops her head out, one by one hedgehogs come out while rubbing their eyes as they wake up.

“Hey, Fluttershy!” Beshte greeted her once she her head was out of their sleeping den. “Are those hedgehogs?” He then said as his ears perked up upon seeing them.

“Awww, how cute.” Twilight really adored them with her eyes melted at the sight of them as much as their hippo friend.

“Aren't they?” Fluttershy said in agreement as she faces the others who had just arrived. “This is my favorite task the whole season, when I get to see all my little animal friends again.”

“Uh, what's "hibernation"?” Spike asked.

“It's like a long sleep.”

“Long sleep?” Bunga asked just as lost as Spike.

“Yes.“ She answered as she rang the bell to wake up more critters. “Wake up, little porcupines.” She gently called out to them. “Animals often hibernate through the winter to save their energy and eat less food.”

“I definitely like the idea of hibernation, uh, except for the "eat less food" part.” Spike said.

“Me too! Especially on the not eating part.” Bunga said as porcupines wake up from their hibernation after emerging from their den while hugging each other only to accidentally prick each other with their quills.

“Oh, would you just look at all these warrens and dens?” Fluttershy then expressed concern at the many dens she has to tackle. “I'm worried that I won't be able to wake up every animal before spring comes.”

“Well, I'll help, Fluttershy.” She offered to which the animal loving peagsus’s ears perked up upon hearing it.

“You will? Oh, that would be wonderful.” She gratefully accepted as the unicorn immediately got started as she picked a hole at random.

“Okay, let's start there.” Twilight said as she rang the bell in the den she had just chosen. “Hello? Wake up little friends, wherever you are.” She called out to them as she rings the bell again to make sure they heard it the first time. “Spring is coming. I wonder which cute little furry creatures I've awoken.”

Suddenly without warning, snakes emerged from their den while hissing rather irritably at the unicorn who immediately backed away in fear.

“Waaa! Snakes! Snakes!” She screamed as she backed away from them while accidentally backing up into a den full of bats who flew out of the hole while the others ducked from the incoming flock heading straight towards them.

“Take cover!” Kion told everyone as they did so to narrowly avoid getting hit by them.

“Well, for one thing, they are definitely not cute.” Bunga remarked as his attention was more focused at the hissing snakes with their literal venomous hiss to which he laughed at them as he hoisted them by the throats effortlessly before sending them rolling into a nearby tree with snow falling onto the dazed reptiles recovering from the impact of the hit.

As the unicorn was running away from them she ended up crashing into a tree she didn’t look straight ahead to see coming with a bee hive falling onto Twilight’s head with the unicorn further screaming as she winds up running into another hole in her desperate haste to get away from the angry bees. One that was filled with skunks that meant a stinky smell for Twilight as they woke up from their hibernation.

“Good morning, friends.” Fluttershy kindly greeted them as Twilight groaned from catching the skunk smell.

“Phew!” Beshte remarked as Twilight emerged from the den while catching a whiff of her stink while turning aside from the smell.

“Twilight are you okay?” Kion asked her while seeing that she now has bee stings on her face as Spike pinches his nose together with his fingers to avoid smelling the skunk smell.

“Well let’s see…” Twilight began in a sarcastic manner as the lion places a paw on his nose because of her scent. “…I just got chased away by snakes, a flock of bats, and ran blindly into a skunk den while being chased and stung by angry bees. How do you think I’m doing?”

“Sorry I asked.” Kion apologized seeing that Twilight is feeling very upset right now.

“Not to worry.” Fluttershy assured her friend. “All you need is just a nice soothing bath in tomato juice. It usually helps in getting rid of the skunk smell as well as some ointment for your bee stings.”

“Thanks Fluttershy.” Twilight said in defeat as she makes her way back home as Spike follows after her.

“Is she okay? I didn’t hurt her feelings did I?” Fluttershy asked as she saw how upset their unicorn friend is as she walks off.

“Of course not.” Beshte quickly answered to assure her no hard feelings from her. “She’s just having a hard time trying to figure out how to do her part in Winter Wrap Up without magic is all.”

“That sure must be tough.” Fluttershy felt pity for her. “Sure seems like our Ponyville traditions are especially making it harder than they should be.”

“They sure are.” Kion said in agreement before having another thought in mind. “Mind if I ask you question.”

“What is it?”

“Why is it that unicorns can’t use magic during Winter Wrap Up?”

“It’s not really a complete necessity but it’s just something to ensure that everyone can help out since unicorn magic would just make it too easy for them. Because it would leave no pony with something to do contribute their role in Winter Wrap Up since it was founded by earth ponies.” She answered.

“Huh. That’s interesting.” Kion pondered in deep thought.

“Sure is.” Beshte said in agreement. “Has any unicorn ever even used the teeny tiny bit of magic?”

“Not to my knowledge no.” She answered. “As far as I know about every unicorn that has lived here in Ponyville has hardly had any trouble adjusting to the traditional ways.”

“So I don’t suppose any unicorn could just use a little bit just to help themselves out if their task proves to be more difficult for them.” Kion asked as he expected “no.” for an answer.

“Well…” Fluttershy began thinking and saying otherwise. “…personally I would think if done in a way that doesn’t really interfere with Winter Wrap Up it would probably be okay. Why do you ask?”

“Just wondering if there was some way that some tradition could be overlooked in order to help Twilight fit in more.” Kion responded. “Look I get that there are traditions here that need to be respected but surely there’s got to be a few exceptions to that rule.”

“I’m sure they wouldn’t mind it a little. Especially as far as dealing with someone who is so used to using magic most of the time.” Fluttershy personally finds no problem with it. “Much your Lion Guard and the first Pony Guard.”

“That’s right.” Beshte said in agreement as he and Kion set out to find Twilight again. “Little B. You coming?” He then called out to him as he was playing with the snakes.

“Bunga!” Kion shouted out to him crossly to get his attention while glaring at him for messing around with the animals.

“Coming.” Bunga returned as he regrouped with them.

Back at the Golden Oaks Library, the remaining members of the Guard quickly headed back to the library where they met up with the two as the young dragon is currently still giving Twilight her tomato bath, one that so far has taken eight cans of tomato juice to ensure that skunk smell comes off and she still stinks.

“All this Winter Wrap Up stuff is a lot harder than it looks.” Twilight groaned as Spike continues rubbing tomato juice on her back.

“Right, because there's no magic.” Spike acknowledged in a nasally sounding voice because he is plugging his nose up to avoid smelling the stink on her fur. “If I may make a suggestion, why don't you just use magic, Twilight, and get it done the right way?”

“No, Spike, I have to do it the traditional way.” Twilight refused to do so. “Ponyville has never needed magic to wrap up winter.”

“Well, they never had you here before, either.” Spike pointed out. “Think how much quicker they could wrap up winter with your magic. I mean you could just use a little magic while no one’s looking to give you a little power boost and no one would notice.”

“No, no, no!” Twilight further asserted herself firmly against the idea. “I'm gonna find some other way that I can help out if it kills me.” She then grunted as Spike decides he needs another can of tomato juice as the smell is still strong on her.

Once Twilight was finally free of the skunk smell she then went over to the last place she hasn’t tried yet, Sweet Apple Acres, where the other ponies are plowing snow with snow plows overseen by team leader Applejack.

“Keep pushin', Caramel. That's it, Bumpkin. I know it's hard work, but you guys are doin' great. Yee-haw!” The farm pony called out to the hard workers just as Twilight, Spike, Kion, Beshte, and Bunga arrived.

“Hey, Applejack. How's everything going?” Twilight happily greeted.

“Oh, just dandy.” She positively replied as they see the workers going in random directions while still making slow progress. “A little slow startin', but peachy all the same. There's a lot of ground to clear, ya hear? We can't even start the plantin' and the waterin' until we git all these heap a' snow hightailed outta here.”

“Wow!” Kion said in amazement as he tried to process the rapid and to detail explanation. “That sure sounds like a lot.”

“It sure is.”

“Well, I'd like to help.” Twilight eagerly voiced her assistance.

“Well, I... I dunno Twilight.” Applejack hesitatingly responded to the offer.

“Just give me a chance.” Twilight pleaded.

“Well, I never turn down a hard worker, but...” She then conceded as she felt the need to warn her that her strength may not be qualified for the job she can offer which is proven true as she struggles to move a snow plow on her own to which both Applejack and Bunga shake their heads disapprovingly as Kion, Beshte, and Spike all give her supporting smiles with paws, hoofs, and claws up.

She then ponders what Spike had told her and seemed to be taking it in as Beshte approached her ready to offer her assistance.

“I could use a come-to-life spell.” She thought to herself as she started working her magic. ”Here goes...”

So far Twilight’s magic seems to working for her as she manages to get going before Beshte could get a word or offer assistance.

Maybe a little too well as her magic is powering her a little too much speed as she passes by a couple of strong earth ponies to which did not go unnoticed by the team leader.

“Hmm. She's awful strong for such a little pony.” Applejack suspiciously questioned Spike and Kion to which the former got a close look and sees the pink aura around her horn.

“That's my girl, following my advice.” Spike complimented her.

“And what in tarnation does that mean?” Applejack questioned him.

“Just trying to put more effort and energy into wanting to help out.” Kion replied at the unconvinced farm pony who correctly suspects that she is using magic to do her snow plowing who is now starting to lose control of her magic and is going way too fast now.

“Uh-oh. Slow down. Slow down!” She screamed to herself as the other earth ponies all coming in from seven different directions all had to skid to a complete stop before they can all crash into as she drove straight through the middle.

Unable to stop herself she finds herself creating a huge snowball with her snow plow which grew larger into the size and height of the tractor and before Applejack, Spike, and Bunga knew they were caught up in the snowball as they had no time to react as she plows right into them while Beshte could only watch on in shock while looking away to have seeing the nasty potential injuries they could sustain.

“Whoa-oa-oa!” The three screamed.

“What's going on? Wha'd'ya do? You used magic, didn't you?” Applejack called out to the uncontrollable unicorn as Beshte looked on seeing they are about to crash into a nearby hill before quickly shutting his eyes and looking away as they crashed into the hill.

Good news everyone was okay aside from being a little shaken up from the crash and the snow plow finally came to a complete stop. Bad news the impact of the crash caused a huge avalanche of snow to fall down from the top of the hill spilling snow onto the farm where the snow had already been cleared. Undoing all of the hard work the other earth ponies had just did.

“Is everyone okay?” Beshte asked as he approached them.

“Aside from more snow to clean up everyone’s all right.” Kion returned as they all popped their heads out of the snow.

“Nuts, Twilight, you used magic!” Applejack angrily chewed her out for what she had done as they all recover from the impact.

“The nerve! Can you believe her?” Bunga needlessly commented as Spike slapped him on the back of the head again. “Ow! What did I say to deserve that!”

“That's not how we do it around here, Twilight, and especially not on my farm!” Applejack then further yet harshly reprimanded the unicorn who is now driven to tears by her words and her own failures to be able to help out.

“Well, see, I just wanted to... “ Twilight tried to explain herself but was unable to finish as she ran away crying overwhelmed with emotion and shame at her own incompetence.

“Twilight! Wait!” Kion followed after her as he leaped over oncoming and stewing snow plowers over trying to clean up the mess Twilight made.

“Nuts.” Applejack then said with regret as she watches the poor girl run off. “I’ve done it again.”

“I wouldn’t say that.” Beshte tried to make her feel better.

“I would.” Bunga brutally said as Spike glares at him ready to dope slap him again as the honey badger gets the message and does it himself before Spike could strike him while falling back into the snow.

“For once Bunga gets the memo.” Spike responded while shaking his head while relieved. “Anyways, if anything, I’m the one who should apologize here since it was my idea that she try to use her magic to help out a little.”

“You did?” Applejack asked in surprise. “Why?”

“Before coming to you she was trying her hoof out with the other Winter Wrap Ups jobs.” Spike explained. “She tried nest-making, ice-skating, and animal-waking all without using her magic and it all went disastrous for her. And since she’s been used to using magic her whole life I suggested that she use a little of it to help herself out in order to help things out a little more smoothly. But I guess I was wrong.”

“Did she really go through all of that there trouble?”

“Yes.”

“Wow.” Applejack felt conflicted now. “I really don’t know what to say about all of this.”

“I know what you’re thinking and the reason is because since the Lion Guard has its first Guard that doesn’t have all lions along with a new Pony Guard I thought maybe that Ponyville’s Winter Wrap Up traditions could make a little exception for her.”

“But…” Applejack tried to argue but couldn’t come up with a good counter argument. “I need some time to think about this.” She asked of him to leave for some much needed cooling down to which he obliges to her request as he walks off to catch up with Twilight and Kion.

“I’ll leave you to it.” Beshte added as he reluctantly walked away while following Spike while fetching Bunga and plopped him on his back before leaving.

The two then made their way back to town where they find Kion who is currently standing in front of a bush as if somepony is hiding in there.

“How is she?” Spike asked.

“Well, not too good…” Kion honestly answered. “…She’s hiding in this bush.”

“Come on, Twilight. Come on out.” Spike urged her to do so as she still refuses to budge.

“I'm a winter mess up.”

“Well you're good at a lot of things, just not nest-making, ice-skating, animal-waking, snow-clearing.”

“Thanks a lot for making me feel so much better.” Twilight sarcastically remarked feeling that is more of an insult than comfort.

“Oops.” Spike said after realizing his mistake. “That came out wrong.”

“It sure did.” Bunga bluntly said to which the other’s glared at him again for that needless comment. “What? It’s true.”

“Well at least I am trying to make her feel better, Bunga. What have you done expect making other’s feel bad?” Spike defensively returned.

“Not much.” Bunga indifferently replied feeling he done nothing wrong much to the dragon’s irritation but before he could further argue with the honey badger they hear Applejack’s voice speak out to someone else nearby to which Twilight cringed at the sound of her voice as she talks to Rainbow Dash.

“Rainbow Dash, y'all on the weather team need to melt the rest of the snow here on the ground and the trees, pronto.”

“Got it.”

Before Rainbow could fly off to do so Fluttershy just happened to appear to stop her.

“Wait. My poor little animals' homes will get flooded if the snow melts too fast.”

“Got it.” She returned as she turns around and is now face to face with Applejack again.

“I'm tellin' you, Rainbow, you gotta melt that snow now.” Applejack demanded of her.

“No, you simply must wait.” Fluttershy said as Rainbow flies up now in the middle of the two unable to decide what to do.

“Okay.” She said now not sure what to do as her team is now in a neutral standing here as they bark orders at her as the others watching look on in surprise at this dysfunctional handling of the situation.

“Go.”

“Stop.”

“Go.”

“Stop.”

“GO!”

“STOP!”

“Ugh! Make up your minds!” Rainbow snapped at the two in frustration.

“Oh! What in Equestria are all you arguing about?” The mayor asked of them in an annoyed tone as she approaches everyone gathered. “This sort of silliness is why we were late for spring last year, and the year before that, and the year before that.”

“Did she say late?” Twilight asked in surprise as she finally popped her head out of the bush.

“Yep.” Bunga answered as the mayor continued to chew them out.

“I was hoping my amazingly inspirational speech would urge everyone to do better than last year, but now it looks like we're going to be later than ever.” She further expressed her disappointment in them as points around at the disarray display of attempted preparations. “I mean just look at this catastrophe! The ice scorers made the ice chunks too big to melt.” She said as Pinkie had nothing to say in her defense as she watches on the poor results of the other’s performance. “The nest designer is horrendously behind. We need several hundred, and she's only made one!” She said as Rarity continues to frantically fix up Twilight’s nest yet ends up sobbing into out of stress at being unable to fix it. “And don't get me started on all the clouds in the sky, the icicles on the trees... this isn't good, not at all!” She then added as the three team leaders are left stewing in defeat in their slow mess.

“And it's gonna be all to pieces disastrous if we can't get our seeds all planted.” Applejack somewhat heatedly said in Rainbow’s direction to push her team into melting the snow again.

“Chillax Applejack, we're bustin' our chops as fast as we can.” She returned as Fluttershy spoke up.

“No, not fast. We have to wake animals slowly.” She insisted against rushing the process again.

“Uh, AJ?” The large red earth pony said as he approached her with an orange male earth pony with a brown mane and tail, blue eyes, and a green saddle bag with a green leaf imprint on it, looking very guilty as he did something wrong.

“Oh good gravy…” The farm pony face-hoofed knowing what he is going to say. “…Caramel lost the grass seeds again, didn't he?”

“Eeyup.” Big Macintosh stoically answered as Carmel lowered his head in shame completely rendered speechless as one of the purple peagsus ponies flew in to report to her team leader.

“Ditzy Doo accidentally went north to get the southern birds!”

“Oh that featherbrain.” Rainbow responded in an exasperated tone of voice. “Didn't she learn her lesson last year when she went west?”

As everyone nearby gathers together with their tempers and frustration all flaring up as they argue the others watching are left wondering what to do to calm them down as Fuli joins up with the others near the bush wondering what they are arguing about.

“Stop this at once.” Mayor Mare pleaded with them to calm down. “We don't have time to argue. It's almost sundown. Spring is going to be late again. Another year of scandal and shame. If only we could be more organized.”

Hearing that favorite word of hers sparked a smile on the lavender mare’s as she knows what she can do to help out with Winter Wrap and resolve all of this.

“Spike! Get my checklist and clipboard, STAT!” She said with newfound confident and determination.

“Eh, yes, ma'am.” Spike immediately saluted as he ran off to do so.

“That’s the spirit.” Bunga encouraged.

“Stop, everypony!” Twilight tried to get every pony’s attention to no avail. “Stop!” She tried again a little louder as she looks around before looking at a nearby bird chirping on a bush before deciding to use her magic to make the bird whistle loudly like a police officer’s as she finally gets everyone to stop arguing.

“Sorry.” She whispered to the bird propping her wings up complete with a frown for being forced to whistle like that before addressing everypony now that she has everyone’s attention. “I know you all want to complete your jobs on time, but arguing is no way to go about it. What you need is organization, and I'm just the pony for the job.” She then said as Spike showed up with her checklist and clipboard with a quill pen ready to right on at the ready.

With Twilight’s organization skills, everything managed to run more efficiently and smoothly going forward.

Big Macintosh along with many unicorns who have arts and crafts skills were able to help Rarity build more nests while Fuli watches over to help them place up trees as she hands the nests over to those put theming up on suitable branches.

Spike overseeing this checks it off the to-do list.

With Twilight blue-print plans on properly ice-skating so the ice properly melts, Pinkie was able to lead her team into cutting the ice with their skates down to just the right size with perfect straight lines and skating moves with Bunga able to help by using the claws on his hands and feet to contribute.

By instructing the snow plowers to move in perfectly straight lines at the same time and in one direction while the others plants seeds behind them, the snow was cleaned up in a timely fashion to which Twilight and Applejack share a hoof-bump at their progress as Beshte helps with the snow plowing as Kion helps plant the seeds behind him.

By convincing Fluttershy to have multiple bells ring all together while they were all tied together by an extended rope covering of all the remaining dens every creature was able to walk up from hibernation. Although Twilight still quickly climbed up a nearby tree because one of this creatures involves snakes to which she is still afraid of them. As Twilight sheepishly grins from above both Fluttershy and Spike share an amused look while the former winks at a bird who briefly landed on her head who chirped a whistle for Rainbow and Ono (after the later was able to track down the lost peagsus who went south instead of north) to lead the team into diving into the thick clouds in drill formation which cleared all of the winter skies out of the skies.

With the ice melting and most of the melted snow clear everyone focused on planting seeds in the ground everyone all working all through the night in order to ensure everything is ready in time for the first day of spring here in Ponyville. As the final touches from every one of the critters now enjoyed the new weather, the last of the seeds to be planted, water is planted all over the newly fresh grown grass, Twilight looks over her success with a relaxed smile as Kion joining by her side gives her a wink for a job well done just as everyone else regroups with them with the mayor the first to approach her.

“I can't believe it. Spring is here! On time! And we have you to thank for it.” She commended the unicorn for everything she did for them. “If it weren't for your organizing skills we would still be arguing.”

“Eeyup.” Big Mac said in agreement as the Mane Five all laughed of how silly they were acting during their attempts to prepare for Winter Wrap Up.

“It was a team effort.” Twilight though nothing of it.

“And since you helped every team, we have an official vest for you.” The mayor further continued as Rarity levitates a special one consisting of all of the team colors combined onto her. “We give you the title, "All-Team Organizer".“

“Gosh, I don't even know what to say. Thank you, everypony.” Twilight felt very pleased and appreciative of their gift to her as Rarity also gives the rest of the Lion Guard their vests in their size too. Ono has a blue vest like Rainbow and Pinkie Pie’s, Kion and Beshte have green vests like Applejack’s, and Fuli has a brown vest like Rarity and Fluttershy’s.

“And hereby I declare that winter is... wrapped up on time.” The mayor then declared as everyone cheers in celebration as Applejack confesses of a little prank she had just pulled.

“Bunga's sure gonna be in for a hog-sized surprised when that last piece a' ice melts.” She revealed as they all turn to the honey badger having fallen asleep on said last piece of ice in the ice Cold Lake to which everyone even Kion laughs as they watch as he wakes up and then accidentally falls into the ice cold water.

“Whoa!” He screamed as he fell in. “How did this happen? How did I get here?” He then asked as he looked around before quickly swimming out of the water. “Cold! Cold! Cold! Cold!” He screamed as he made it out of the lake while still shivering and starting to catch a cold from exposure to the below freezing water.

With everything all taken care of with Applejack personally apologizing to Twilight for snapping at her earlier to which she returned and assured her that there are no hard feelings from what happened back there, everyone then enjoys the rest of their day while Kion takes Bunga to Twilight’s library so he could recover from his cold.

Later that day, Twilight and Spike returned home with the former having another letter for the princess from the lesson and experience she had just went through.

“Dear Princess Celestia,

Winter Wrap Up was one of the most special things I've ever been a part of here in Ponyville. It helped me to learn we all have hidden talents, and if we're patient and diligent, we're sure to find them, and as always, with good friendship and teamwork, ponies can accomplish anything.”

“How's that, Spike?” Twilight asked of him who then looked around seeing he didn’t answer nor was near her. “Spike?”

The baby dragon was then laughing and rolling onto his back making fun of Bunga wearing a robe and slippers to keep himself warm while he recovers while the honey badger simply pouts.

“It’s not funny!” Bunga retorted.

“Oh yes it is! Considering after everything that has happened today, you got what you deserved!” Spike returned as he continued laughing as Bunga pouts in response. "Don't even try to deny it because you had this coming."

“Oh, Spike.” Twilight said to him while trying to resist the urge to laugh along with Kion who both tried not to seeing the honey badger suffer of hypothermia but yet it was still funny not to resist.

Author's Notes:

For this one not too much to explain as the Guard sees how Ponyville handles Winter Wrap-Up while some members of the Guard find someway to contribute while tagging along with Twilight and offering their encouragement when she is having a hard time trying to figure out how to fit in.

In addition, I decided that Spike should take on a more supporting role than the off-putting role he did in cannon which I had Bunga take on instead.

Ono fit in well with Rainbow's team, while Fuli fit in with Rarity's, while Beshte was able to fit in with Applejack's, Bunga fit in with Pinkie's, and Kion helped Twilight with the organization along with seed planting in Applejack's field.

Next up is "Fuli's New Family." where we will have another Kyoga appearance coming up at the same time some of the Guard tries to insist on Fluttershy spending time with friends and family as opposed to allowing her to hunt alone.

Episode 15: Fuli and Kyoga's New Family

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Episode 15:

Fuli and Kyoga's New Family

The Lion Guard began their day with a bang...or rather a stampede of buffaloes who were running from a mudslide. Ono, Fluttershy and Rainbow flew over the stampeding herd and the rest of the Guard, who were busy keeping them contained, searching for higher ground to lead the buffaloes.

"This way!" Ono yelled over the bellowing bovines.

“Come on!” “Hurry!” Rainbow and Fluttershy added. They swooped down and hovered over Twilight and Kion.

"Pony and Lion Guard! Ono's found dry ground." Kion called out to the rest of the Guard. "We gotta round up the buffalo and guide them over there fast!"

"Nobody does fast better than me. Huwezi! " Fuli said with a grin as she sped towards the front of the herd. "This way, everybody! Follow me!" she called as she ran beside the buffaloes. "This way! That's it."

The rest of the Guard followed behind, keeping the herd contained. As they neared the safe ground, a buffalo in the rear of the herd slipped in the mud and fell, letting out a grunt and a bellow. "Beshte! Bunga!" Kion looked over her shoulder at the pair, "That last one's yours!"

“Applejack, help them out!” Twilight added.

"Got it!" Beshte charged in with Bunga on his back.

“Yeehaw!” Applejack added.

Applejack and Beshte got behind the buffalo while Bunga grabbed it by the horns, "Come on!" grunted the badger. "Let's go, buffalo!"

"Twende Kiboko!" the Guard's strongest grunted as he and Applejack gave one final push, freeing the buffalo from the mud. The sudden jerk of the buffalo's head sent Bunga flying into a bush. A second later, the honey badger jumped out with a "Yowch!", his hands rubbing his backside.

"Bunga, are you okay?" Kion asked, running to his friend's side.

"Something bit me." Bunga answered. "And it was him." he pointed to the red cobra that emerged from the bush with a hiss.

"We did it, Kion!" Ono reported as he landed with the Guard. "The buffalo are all safe and-"

"Hapana!" Ono gasped, once he saw the snake near the bushes. "Egyptian Cobra! Whatever you do, don't let him bite you." Ono added cowering, holding his wings in front of his face.

Bunga rubbed his backside, "He already did." he informed. Everyone had gathered by this point and they all gasped.

"Hey, Ushari? Why did you do that?" Beshte asked as he approached the serpent expecting an answer for doing so.

"He landed on my head, Beshte." Ushari hissed back. "He's lucky I only bit him once." the snake rolled his eyes and slithered back into the bushes.

"He's got a point." Bunga agreed not even denying he deserved that while trying to look at his rear. "Wonder if he left a mark?"

"Bunga!" Ono exclaimed, standing in front of the honey badger to emphasize the seriousness of this. “You don't understand! That snake, his bite is venomous!"

"You mean it did leave a mark?" Bunga questioned.

"I mean, his bite is poison!" Ono clarified, holding the badger's head between his wings. Everyone gasped.

"Poison?" Bunga gulped as his face fell in horror. "That's not good. That's bad. That means...I'm a goner!"

“Let’s get him to Rafiki. Ono, have Timon and Pumbaa meet us at Rafiki's tree." Kion said.

"Affirmative." Ono saluted before taking to the air.

Bunga let out another groan and fell back against Kion. "Hang in there, Bunga." Kion said to the badger. "Rafiki will know what to do." He picked up Bunga by his scruff and helped him onto Beshte's back, before the Guard took off toward the large Baobab tree where Rafiki lived.

At Rafiki’s tree, Kyoga was still recovering from her wounds. They were healed but she was still sore from her fierce fight with Reirei last week. Kyoga heard Bunga letting out moans of pain just as Timon and Pumbaa met the Guard as they ran to the base of the tree.

"Bunga!" Timon cried out, standing on top of Pumbaa's head. "The bird said a snake bit ya on the bottom."

"Oh! Say it ain't so!" Pumbaa sobbed.

Bunga moaned again, "It's so." he answered his two uncles. Timon and Pumbaa burst into tears.

"Rafiki, Bunga was bitten by a poisonous snake." Kion informed, stepping up beside the Royal Mjuzi.

The aforementioned honey badger slid off the hippo's back and let out another groan, "You gotta help me. I can't have much time left." he sighed, resting his arm against his head. "I think this is the end. Goodbye, everyone. Hello, Circle of Life." He fell onto his back, grabbing a nearby flower and held it over his stomach.

"Bunga?" Kion questioned. "Bunga!" Timon and Pumbaa burst into another fit of sobs. Kyoga grunted irritably and went over to the honey badger, “Get up you badger, you’re fine..” she grumbled.

“How do you know?” Timon sobbed.

“Honey Badgers are immune to venomous snake bites.” Kyoga deadpanned.

“Immune?” Rainbow asked.

“That means they aren’t affected, feather brain…” Kyoga growled.

“Hey! Watch it!” Rainbow snarled, earning a scoff from Kyoga.

“How do you know honey badgers, Kyoga?” Kion asked the lioness cub, who sighed and rolled her eyes at the prince, “I’ve seen honey badgers like Bunga actually kill and eat snakes like the cobra. Say they taste like chicken.”

“They eat them?!” Fuli exclaimed.

“Duh. That’s what I just said.” Kyoga deadpanned.

“It is true.” Fluttershy confirmed. “Honey Badgers sleep off venomous snake venom before they get back and kill the snake. It’s interesting and kinda gross…”

Bunga, who had heard everything Kyoga said, then leaped to his feet, "Great! Let's go, guys!"

"Are you kidding me?!" Fuli angrily exclaimed with a raised brow. "We were worried about you and you were faking it?"

"Uh, not exactly." Bunga chuckled dryly.

Fuli ran right up to the badger, glaring at him with narrowed eyes, "I should bite you myself." she growled ready to teach him a lesson until Kion intervened.

"Easy, Fuli." Kion said calmly, nudging the cheetah away from the badger. "Bunga, we just thought you were really hurt."

"Me, too." Bunga agreed.

“Next time don’t scare us like that.” Twilight chided.

"But he's not. He's fine." Timon sighed, wrapping his arm around his nephew's shoulder. "So let's celebrate!"

"Yeah!" Pumbaa agreed. "A feast at Hakuna Matata Falls. And everyone's invited!"

"Thanks, Pumbaa. Sounds great." Kion smiled, "But I have to meet my family for dinner."

"Me, too." Beshte added.

"The flock gets jittery when I don't show up for mealtime." Ono followed.

"How 'bout you, Fuli? Are you meeting your cheetah family?" Pumbaa asked. “Or you Kyoga, aren’t you gonna meet with Kion’s family.”

"Nah." The Guard's fastest replied. "I'll just go hunt by myself."

“No. I don’t hunt with other creatures. I hunt alone.” Kyoga stated boldly.

"By yourself? All alone?" Pumbaa questioned. "That's the saddest thing I've ever heard. Isn't that the saddest thing you've ever heard?" he asked his meerkat buddy.

"You're right, Pumbaa. It is." Timon agreed. "Friends don't let friends eat alone."

"It's not like that." Fuli rebuked. "Girl cheetahs hunt alone. It's what we do."

“And I’m not interested in socializing with you, so do me a favor and don’t bother me.” Kyoga said sharply, before she moved off, ignoring her soreness.

“Hmph, somepony needs to teach her a lesson.” Rainbow growled, wanting to give Kyoga a nice kicking.

“Rainbow, you heard what the Princess said, her attitude probably stems from whatever caused her to get those scars.” Twilight sternly reminded the rainbow pegasus, earning a groan from her.

"Anyway, as for you Fuli, you're eating with us, and I'm not taking no for an answer." Fuli opened her mouth to protest, “But I-” but the meerkat held up his hand to silence her. "Not another word. I insist." he stepped aside, "After you."

Fuli rolled her eyes and sighed heavily, “Okay…” and she walked with the trio towards Hakuna Matata Falls.

"Is what Timon said true?" Ono asked, as the rest of the Lion Guard watched Fuli leave with Bunga, Timon, and Pumbaa. "Do friends not let friends eat alone?"

"If it is true, we haven't been very good friends to Fuli." Beshte noted, his ears falling to the sides.

"We need to be sure Fuli knows we're here for her." Kion spoke up.

"How do we do that?" Ono questioned.

"From now on, if any of us sees Fuli all alone, we'll invite her to join us in whatever we're doing." the Guard's leader answered.

"Good idea, Kion." Beshte agreed with a grin. "Then Fuli will know we're her friends, but what about Kyoga?”

“Hmmm…. Let me and the girls deal with Kyoga, while you guys deal with Fuli.” Kion said before he headed in the direction Kyoga walked off in.

At Hakuna Matata Falls, Timon presented the groups’ dinner, which of course, was bugs. “Dinner is served.” he announced placing the bugs down. Fuli sat off to the side, a disgusted look on her face as she watched Timon and Pumbaa eat bugs off of a large leaf. She was offered one and fought the urge to gag, "Uh, thanks, but I'm not really hungry." she declined, moving to sit away from the water.

"Of course, how rude of me. How can you dive into a meal without a little dinner conversation?" He walked over to the cheetah and hopped onto a large rock so he could be eye-level with her. "So, how are things on your end of the food chain?"

Fuli, who was cleaning her paw, looked at the meerkat. "Um...good?" she answered, not really sure how exactly.

"Good, good." Timon replied, reaching out to stroke the fur on Fuli's cheek. "Wow. You are so soft." he gasped, holding the cheetah's face between his hands. "Do you know how soft you are?" He continued to rub against her face, making the female very uncomfortable.

"I, uh, don't really love having my fur touched." Fuli informed through gritted teeth.

Timon ignored the comment and continued patting the cheetah's face. "Pumbaa. Feel this fur. You could drown in fur like this."

The warthog bounded up and rubbed against the cheetah's side, "Mmm. Cuddly." he muttered, half-asleep. "Bunga, you try-" Pumbaa opened his eyes and couldn't see his nephew anywhere "uh, where'd he go?"

"Oh, I'm sure he's around somewhere." Timon waved off, leaning against Fuli, who was fighting the urge to eat the two animals currently obsessed with her fur.

"I'm right here!" Bunga called out, standing next to a sleeping crocodile. "Check it out! Open wide!" He opened the croc's mouth and stood inside of it, dancing around shouting, "Look at me! I'm immune! Whoo!"

"Bunga!" Fuli shouted in alarm, rushing to the badger's aid. She grabbed him by the scruff of his white fur, ripping him from the crocodile's mouth just as it clamped shut.

"What ya doing, Fuli?" Bunga asked, looking up at the feline.

"Saving your life." the cheetah replied angrily, still holding the badger by his scruff.

"But you heard Rafiki. I'm immune. I can't be hurt." Bunga reminded. "I could've stayed in that croc's mouth all day."

Fuli rolled her eyes at his stupidity and dropped Bunga right on his bottom just about done with him at this point. "Fine! Go get eaten if you want to." She added as she scoffed as she jumps over him. "I'm out of here." She added as she sped off away from the falls.

Meanwhile, Ono was flying overhead scanning the savannah when he spotted Fuli in the tall grass all alone, hunting a lone gazelle. “Hapana… Fuli’s all alone..” Ono flew down and called, “Fuli! Fuli!”

His shouting spooked the gazelle and it ran away while Fuli looked at him, “Ono? What’s wrong? Is there trouble?" Fuli asked as she ran up to Ono as he perched on a small rock.

"Trouble?" the egret repeated. "Uh, no."

The cheetah sighed, "Ono, I was hunting."

"Hunting?" Ono perked up. "That's perfect. I was on my way to hunt with the other egrets. You should join us." he invited.

"Okay." Fuli smiled. "Nothing like a good hunt."

Unfortunately for Fuli, it was not her kind of ‘hunt’ due to the fact that they were weaving between the feets of elephants through the mud. "This is nothing like a good hunt." Fuli muttered under her breath as her earlier smile turned into a frown.

"What?" Ono asked over the elephant's trumpeting. "A good hunt? Yeah, it's great."

"Ugh, what are we doing here, Ono?" Fuli groaned, annoyed with the bugs. "Do egrets eat elephants?"

"No!" the small bird chuckled as he kept leaping through the wave of elephant feet. "We eat the bugs kicked up by the elephants' feet."

"Bugs? Again?" Fuli rolled her eyes. "What is with everyone eating bugs?" She stopped walking when some mud splashed onto her fur. “Agh!”

"What's wrong, Fuli?" Ono flew back to his friend. "Why'd you stop?"

"Ono, I'm covered in mud!" The cheetah stated, annoyed.

The small egret hopped forward and sniffed the brown splash on his friend's fur. "Oh, that's not mud." he informed. The cheetah's eyes went wide as she stared at the not-mud on her side, "Gross." she whined, running to the nearest watering hole to clean herself off.

Once she was done, she was about to head out on another hunt when, “Fuli, Jumbo!”

Fuli sighed, but she turned around and saw Besthe, “Hey Besthe..”

"Hey! I couldn't help but notice you're all by yourself." the hippo said with a smile.

"So?" Fuli quirked her brow wondering what the big deal is.

"So, I thought you might want to join me for a swim." Beshte suggested, pushing his spotted-feline friend towards Lake Matope. "You can meet my whole hippo pod." Besthe gently pushed Fuli near the water, but cheetahs are known to not like water very much and Fuli was no exception to that.

"That's okay." Fuli chuckled dryly, jumping back away from the lake's shore. "I'm not a real fan of water."

"It's not that bad once you get used to it." Beshte grinned. "What do you say?" The Guard's fastest looked from the lake to her grinning friend. She sighed, "Well, maybe just my paws." she slowly padded towards the water.

"That's the way! Yeah!" the Guard's strongest cheered, stepping onto the stone his friend was on, which accidentally launched her into the lake with a yell. "Whoops." Behste chuckled. "Fuli?"

A hippo surfaced with the cheetah on his back. Fuli coughed and sighed, her eyes slightly narrowed, "Okay, I'm in the water. Just like a hippo."

Beshte chuckled dryly. "Well, uh, how do you like it?" he asked.

"It's great." Fuli answered sarcastically, jumping onto the shore and shook herself dry. "Maybe we can do it again. Some other time." She walked away, her eyes still narrowed and her patience wearing thin.

Meanwhile the Mane Six and Kion found Kyoga laying underneath a shady tree, looking at her leg injury. She was caught up in her thoughts pertaining to the scar.

“Leave my sister alone!”

“Get away from my friend!”

ROAR!

“Karabi! Lite!”

“Hey, Kyoga!” Her thoughts were interrupted, “Huh?” and she turned and saw Kion and the Mane Six. “Ugh, what?” she asked annoyed.

“Uh, hi Kyoga. We were just wondering if you wanted to come and hunt with me and my family?” Kion asked politely.

“No thank you. I prefer to hunt alone.” Kyoga said in refusal.

“How do you even hunt with your messed up leg?” Rainbow asked, earning her a swat on the head, from Twilight, “Ow!”

“I can hunt fine.. Without anyones’ help…” Kyoga huffed as she asserts herself. “I’ve been doing just fine without anyone’s help and I don’t plan to start now…”

Finally, Rainbow had enough of her attitude, “Alright that’s it! You’ve been acting rude and mean to my friends and I don’t take kindly to ponies or lions that do that. So you better treat us with respect, having saved your life, you disabled lioness!”

Kyoga let out a terrifying roar and her eyes turned white for a moment, “LOOK I DO NOT PLAN ON MAKING FRIENDS WITH ANYONE ELSE AFTER WHAT I’VE BEEN THROUGH. SO UNLESS YOU ALL HAVE GONE THROUGH WHAT I HAVE, STAY OUT OF MY WAY AND STAY AWAY FROM ME!” Kyoga exclaimed in a booming and terrifying voice, which terrified Kion and the Mane Six. Kyoga’s eyes stopped glowing white and just huffed before she ran off.

“.............So…… does she want to be friends or not?” Pinkie questioned.

Meanwhile, Bunga was in the Outlands volcano going near the steam vents. “Hmm, that seems fun…” Bunga said as she sat in one of the steam vents, unaware that he was being watched by Janja and his hyenas. “I don’t understand, what’s that honey badger doing?” Chungu asked. “Not even I do that.”

“Hehehe, yeah. What’s that honey badger thinking…..?” Cheezi questioned.

“Who cares?” Janja smiled evilly, “Our dinner is cookin itself.”

Meanwhile, Fuli was by herself and sighed, “The Guard always used to let me be by myself. What’s gotten into them?” Fuli walked for a little before she broke into a song all the while venturing around the Pride Lands and visiting various animals along the way.

My Own Way

Meanwhile, Kion and the Mane Six met up with Ono and Besthe, “Hey guys have you seen Fuli?” Kion asked, a bit shaken.

“Uh, not since I accidentally knocked her into the lake. She was kind of upset after that.” Besthe said.

“She didn't seem happy hunting with my flock either.” Ono reported sadly, “Did things go any better with Kyoga?”

“Not… exactly….” Kion winced before he shuddered.

“What’d she do?” Besthe asked.

“Oh! It was so cool! Rainbow got all up in her face saying ‘You should treat us with more respect’ and Kyoga’s eyes turned white and her voice got really scary and she said ‘Stay away from me and stay out of my way’ and then she ran off.” Pinkie rambled on quickly.

“Her eyes glowed white..?” Ono echoed in awe.

“Yeah… it was…. Scary…” Kion said. “It was like...like…”

“Like she was possessed or something…” Twilight said. “Guess… we should have just left her alone and not try to force her to be friends with us. All we did was just push her further away.”

“Yeah, same thing with Fuli. Maybe we shouldn't have tried to stop her from being alone.” Besthe said.

“Yeah. Guess we were being better friends when we just let Fuli be Fuli.” Kion added.

“Hey! Let's find Fuli and tell her from now on, we'll leave her alone!” Ono said.

“Poa! Great idea!” Beshte smiled as another thought occurs in his mind. “But… what about Kyoga?”

“For now, let’s just let her come to us...and see what happens.” Twilight suggested. “We don’t want to upset her anymore than we already have.”

Everyone nodded and went off to search for Fuli.

Meanwhile, Bunga was wandering around the volcano. “ Zuka Zama, I'm immune. Zuka Zama, zoom, zoom, zoom. Zuka Zama, I'm immune. Zuka Zama, zoom, zoom, zoom”

Then Janja appeared in his face, “Hello, morsel.”

“Move it, Janja! See that volcano up there? I'm gonna go play in it!” Bunga stated.

“I don't think you get it. We're going to eat you.” Janja threatened to which Bunga laughed, “You couldn't eat me if you tried. You know why? 'Cause I'm immune! That's right! Immune!” he exclaimed which echoed throughout the Outlands and caught Kyoga’s hearing.

“Bunga? In the Outlands? Ugh… Idiot…” Kyoga groaned as she headed over there.

“You're what?” Janja questioned.

“Immune.” Bunga repeated.

“What's immune?” Chungu stated.

“I hope it's not contagious!” Cheezi added.

“Stuff it, fur brains! It doesn't matter. Let's just eat him!” Janja growled.

“Hey!” Janja paused before Kyoga came and tackled him, “Back away from the badger..!”

“You again!” Janja growled. “Where’d you come from?”

“None of your business.” Kyoga growled. “But you stay away from Bunga!”

“Oh yeah?” Janja smirked before he punched Kyoga in the face, knocking her off of him and to the ground. “Or what? You can’t fight! You’re just a disabled lioness…”

Hearing that insult again made Kyoga furious, causing her eyes to glow white and she lunged at Janja and slashed him in the face, leaving three deep claw marks in her cheek, “AGH!” Janja fell on the ground.

“Janja!” Cheezi and Chungu gasped before Kyoga snarled at them. The pair whimpered and hugged each other but Kyoga didn’t lunge at them. Bunga was jaw dropped at how furious Kyoga was, “Zuka Zama….”

“Do not.. Call me… that… again Janja…. You’ve been warned….” Kyoga snarled at Janja, who actually looked terrified of the lioness cub as he nodded quickly before he and his boys ran away for their lives. Kyoga puffed out some smoke before she turned around, “Let’s go….”

Bunga didn’t disagree with her as the pair exited the Outlands only to be met with Kion and the others, “Bunga! What happened? Ono saw you in the Outlands while they were searching for me.” Fuli said as she notices the shock in the honey badger's eyes. “What’s got you so spooked?”

Kyoga just walked past the group and just sat under a tree. “K-Kyoga… s-she… clawed Janja…” Bunga stammered in fright.

“Clawed Janja?” Kion echoed.

“L-Left three deep claw marks in his face when she called her a….” Bunga leaned in so Kyoga couldn’t hear, “Disabled lioness…I’ve never seen anyone so furious or with white glowing eyes…”

“White, glowing eyes? That was she did earlier when Rainbow called her the same thing…” Twilight said.

“Sounds like the Princess was right about her traumatic past…. Question is… what would happen to make her so angry.” Besthe wondered before Fluttershy fluttered over to Kyoga, “Kyoga…?”

Kyoga sniffled before Fluttershy saw tears running down her face, Fluttershy gasped, “Y-You’re crying….!”

Kyoga sniffled again and just sobbed. “Oh you poor thing…” Fluttershy cooed as she hugged the lioness cub. Kion and Fuli lowered their ears in great worry while the others winced.

“Wow…. didn’t expect her to cry,,,,” Rainbow said, rubbing her left arm, anxiously.

“She must have poor mental health from whatever happened to her. Her being so angry and rude, must be her way of pushing others away so they don’t get close to her, because of the trauma. A defense mechanism” Twilight sympathized.

“Poor darling… what do we do…?” Rarity asked.

“For now…. we just comfort and support her. We hold off on trying to be friends with her. She’s obviously going through enough right now…” Kion sighed, looking at a still sobbing Kyoga. The others nodded with a burning question in their heads, “What happened to Kyoga?”

Author's Notes:

Again not much to explain other than Kyoga's role in the episode as the Mane Six and Kion's efforts to befriend along with the rest of the Guard's efforts in helping Fuli only succeeded in driving them away the former not helped when Rainbow's personality detests the girl's aloof personality and pressing a very sensitive nerve with a very particular insult that she took great offense to.

Cold personality aside, her heart is still in the right place as she rescues Bunga even though he can be annoying at times, and everyone decides to let her approach them with an open heart of friendship when she is ready to accept their advances.

The big question everyone's wondering "What happened to Kyoga?" will be answered in due time but something that will be explored more in Season 2.

Next up is "Fall Weather Friends." where Applejack and Rainbow Dash's rivalry come into play as the Fall Running of the Leaves run comes up in this upcoming episode.

Also, thank Pikachu Skitty and give her credit for putting this episode together.

Episode 16: Fall Weather Friends

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Episode 16:

Fall Weather Friends

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Iron Pony competition.” Rainbow finished.

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

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

“And we’re here to...?” Kion asked.

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

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

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

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

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

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

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

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

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

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

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

“First up is Applejack.” Kion announced.

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

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

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

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

“17 seconds.”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Waa-hoo!”

“Whoo-hoo!”

“Eeyup!”

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

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

“Go!”

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

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

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

“Go!”

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

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

“Round Three goes to Rainbow.” Kion added.

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

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

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

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

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

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

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

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

“Who are you talking to?” Twilight asked.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Huh?”

“You're cheatin'!”

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

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

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

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

“What?”

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

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

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

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

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

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

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

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

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

“Hah! Prove it.” Applejack challenged.

“Gladly. How?” Rainbow accepted.

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

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

“Heh! Easy shmeasy.”

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

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

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

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

“Doing okay Kion?” Fuli asked.

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

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

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

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

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

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

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

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

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

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

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

“You thinking of doing it.” Beshte asked.

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

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

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

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

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

“Very well.” Twilight accepted with no protest.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Yeah, yeah...” She shrugged it off

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

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

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

“Very funny.” Rainbow responded unamused.

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

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

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

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

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

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

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

“That’s a good one!”

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

“What?”

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

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

“We could?” Spike asked in excitement.

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

“Zuka Zama!”

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

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

“We’re racing.” Twilight replied.

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

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

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

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

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

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

“Thank you.” Twilight thanked him.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Applejack, are you okay?” Kion asked.

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

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

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

“She did not.” Twilight returned the truth.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“You do?” Applejack asked.

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

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

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

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

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

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

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

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

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

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

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

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

“Cut it out!” Applejack demanded.

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

“You started it.”

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

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

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

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

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

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

“I won!” Rainbow declared.

“No, I won!” Applejack retorted.

“I won!” Rainbow fired back.

“You tied!” Spike told them.

“Tied?!” Both ponies said in shock.

“For first?” Applejack hopefully asked.

“For last!” Pinkie answered.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Great work you guys!” Ono commended them.

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

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

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

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

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

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

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

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

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

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

Author's Notes:

In this episode, essentially Applejack and Rainbow's rivalry plays out as is while at the same time the issue of Applejack's compliant with Rainbow using her wing-power doesn't go unnoticed here with Kion trying to ease their tension unsuccessfully. Ultimately, it took Twilight suggested they allow it play out for the matter to be resolved.

In addition, was Fuli and Kion also participating in the race along with Twilight and because they have athletic prowess did some touch-ups on them and Twilight all finishing 1-2-3 in the end with separate awards for all three of them, non-Equestrian, male and female, and first pony awards.

Next up is "Bunga the Wise." along with "Search of Utamu." with Bunga taking center stage with his story of how he came to meet Timon and Pumbaa coming up along with an important lesson of teamwork in the mix in the latter episode.

Episode 17: Bunga the Wise

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Episode 17:

Bunga the Wise

There is a storm going on in the Pride Lands and the baboons have the misfortune of being caught in the middle as their tree was on the verge of falling off a cliff with Applejack and Beshte doing the best they can to keep the tree up long enough so they can get to safety. The only problem is that the baboons aren’t willing to give up their home as they refuse to leave. Even with Fluttershy and Rainbow down below in flight ready to catch them if they fall.

“Baboons, you gotta come down. It's not safe up there.” Kion called out to them again.

“We're dry up here.” The baboon leader refused. “We'll come down when the rain stops.”

“This guy's un-Bunga-lievable.” Bunga expressed his disbelief of how stubborn he is being even when his life is on the line.

“No kidding!” Pinkie voiced that’s crazy even for her.

“Oh, baboons.” Fuli groaned in frustration along with Rarity who had an umbrella hat over her head thanks to the party pony.

“I don’t like being out here and do you see me complaining?” Rarity asked them as the others gives her a look that it’s not helping things. “Okay, maybe I’m not the best example for that.”

As the tree’s roots were leaning more over the edge, both Applejack and Beshte were starting to lose their grip and go over with it.

“Kion. The tree's gonna go. And I don't wanna go with it.” Beshte called out to the Lion Guard leader.

“Me neither.” Applejack voiced in agreement. “I can put up with mud bugs and pulling my weight in this here storm but falling over is something I don’t want to happen.”

“Calm down! As long as we stay dry, whoo-whoo, everything will be fine.” The baboon leader told the others

“No, it won't. Your tree's about to fall off a cliff.” Ono urgently told the seriousness of the situation.

“He's right. Look.” His wife pointed out to the tree leaning more and more over the cliff.

“No! Stay on this side of the tree!” Kion urged them to do so as Applejack and Beshte are really struggling.

“Can't hold it much longer.” Beshte voiced in pain.

“Me neither.” Applejack added.

“Hapana!” Ono exclaimed as the tree is more and more on the verge of going over with the baboons climbing up to higher ground instead off of the tree.

“Hang on!” Twilight told them as she worked her magic into trying to pull the tree back which helped ease the burden off of the strongest members of the Guard. “We gotta get them out of that tree!” She grunted as she moved to keep her ground. “And hurry, it’s a lot harder to lift a tree up than a snow plower!”

“Beshte! Applejack! Think you can take a little more weight?” Kion asked of them.

“Sure. But whatever you're gonna do, do it fast.” Beshte voiced he can.

“And hurry!” Applejack urgently added as Twilight continued to grunt in pain from helping pull the weight back to which Rarity stepped forward and worked her magic into giving her some help even if she isn’t on her level of magic.

“Bunga, Pinkie, climb up there and scare those baboons down.” Kion turned to the honey badger and party pony

“No problem!” Pinkie cheerifully said as she randomly appeared in the trees.

“With pleasure! Zuka zama!” Bunga added as he climbed up the tree.

“Okay, baboonies, you can thank me later. “ Bunga told them as Pinkie got on a gas mask as Bunga let loose a fart which startled them into finally leaving the tree.

Two of them landed on Fuli’s back much to her annoyance, while one of the baboons nearly tumbled down the cliff until Rainbow swooped in caught him before that could happen, a mother baboon accidentally flung her child into the air to which Fluttershy was quick to catch and reunite him with her.

“Come on outta there, baboonie.” Pinkie told the stubborn baboon refusing to let go as Bunga pried him off the tree.

Once all of the baboons were off of the tree, Applejack and Beshte both removed their grip over the tree while motioning to the unicorns they can let go of their grip now to which they do so.

“Phew.” Rarity heavily panted along with Twilight as they caught their breath. “Talk about a headache.”

“Oh. You can get off now.” Fuli then told the baboons.

“We'll get down... when the rain stops.” The baboon leader refused to which she groaned in annoyance.

“I got this.” Fluttershy told her as she gently urged them to do so. “Come on now, let’s not be stubborn here, we’ve all had a rough day so far.”

“Hmmm.” He refused with crossed arms.

“Please?” She asked of him.

“Oh, okay.” He relented after a sigh unable to refuse to a face like the animal-lover’s.

“Thanks.” Fuli said with a smile.

“No problem.” She sweetly returned.

Once the rainstorm was over every soaking member of the Guard retreated to a nearby hill where everyone dropped to their knees clearly exhausted with what had happened.

“Whew. I'm beat.” Bunga voiced as he plopped on his back.

“Me too.” Pinkie added.

“Oh. Don't get too comfortable. There's bound to be another storm.” Ono told them with the dark skies still around.

“Ohh, another one? We're still cleaning up from the last one.” Fuli groaned.

“Hmm. Who knew a tree full of baboons would be so heavy?” Beshte said as all of that lifting took the wind out of them.

“I feel like I lifted a whole herd of cows at the farm.” Applejack added as she sat on her bottom.

“Tell me about.” Rainbow tiredly groaned as she slumped to the ground.

“Could everyone please keep it down.” Rarity pleaded as she rubbed her forehead. “My head is throbbing.”

“Okay, everyone take a breather. You've earned it.” Kion told everyone as Fluttershy noticed a butterfly stuck in the mud.

“There you go, little guy.” She told him as the butterfly returned with a kiss on her nose. “Oh, you're most certainly welcome.”

Kion smiled at the sight as it then faded upon seeing Twilight work her magic in trying to clean up the mess the storm left.

“Hevi kabisa! Storm's caused so much destruction.” Kion voiced as Twilight stopped herself so she too can give herself a breather before she over-exerts herself.

“Grandpa?” He called out to him.

“Yes, Kion. I'm here.” He responded as he appeared to him as he pondered something.

“I was thinking. The rains cause so many problems for the Pride Lands. What if I used the Roar to blow the big rain storms away?”

Mufusa laughed in amusement at the idea along with Twilight as the latter heard that.

“The rains are part of the Circle of Life, Kion. The Pride Lands will need that water for the dry season.” His grandfather told him.

“As much as I hate to say it, there is no stopping the rain even if we had a team of peagsus ponies trying to help clear the skies.” Twilight added.

“I guess.” Kion acknowledged. “But it'd be a lot easier...”

“Kion. The easy solution is not always the best solution.” Mufusa insisted it is for the best.

“Yes, Grandpa.” He conceded as the two turn back to meet up with the other’s only to see a water flow heading towards them. “Oh, no.”

While the rest of the Guard was napping, Ono accidentally fell into the hippo’s mouth and was unprepared when he closed his mouth to which Pinkie chuckled to herself upon seeing that.

“Beshte! Let me out!” Ono called out to him who quickly did so as Ono flew around trying to shake off his saliva. “It smells like fish in there.” He commented.

But just before anything else could be said, Kion and Twilight ran over to them.

“Guys!”

“Girls!”

“Get up! Break's over!”

The two urgently told everyone.

“What’s happening, Twilight?” Applejack asked.

“Yeah, what's the kerbubble, Kion?” Beshte added as they all see the oncoming water flow heading towards them. “Oh.”

“That’s why.” Applejack said as the others gets behind Beshte for cover from the water flow expect for Rainbow and Fluttershy

“Not again.” Rarity whined. “And I was just about getting my mane tidied up again.”

“Can’t you think of a think where your mane isn’t the most important issue right now?” Rainbow irritabl asked her as she simply stood tall and huffed in response.

“What's going on? There's never been a river here before.” Fuli wondered why this is happening.

“Ono! Rainbow! Take a look!” Kion told them as they flew off to do so.

“On it!”

“Affirmative.”

The two replied as they examined the source.

“Hapana! Lake Kiziwa! It's too full. The water's pouring out!” Ono reported.

“That last rainstorm's still causing trouble.“ Kion groaned that the problems are still piling up.

“It's getting worse!” Rainbow added with emphasis as Kion and Twilight look back to see it is on course towards’ the gazelle’s in the valley.

“Lion Guard! We need to do something before all that water floods the valley.” Kion told the team.

“Hey, I've got an idea.” Bunga proposed.

“What are you thinking?” Twilight asked.

“I say we plug up the hole by adding more rocks around that lake.” He explained.

“Let’s do it!” Applejack stated as she and Beshte both already got the rocks moving.

Seeing they need to act quick, Kion, Fuli, Pinkie, and Rainbow Dash all moved in to help them with all of the muscle they can give as they create a new damn as the others watch on.

“Push! We gotta block it out!” Bunga called out to them as they push the rocks into the opening while Fluttershy looks on with worry for everyone.

“Twende kiboko!” Beshte declared as they all manage to push the rocks down and block the water from overflowing anymore. “Poa!”

“We did it!” Ono said with a relieved sigh.

“You said it!” Pinkie said in cheerful agreement.

“Nice!” Fuli said pleased with the results as the other Pride Landers gather around.

“Oh, my! Whose idea was this?” Thurston asked.

“Mine. Pretty awesome, huh?” Bunga stepped forward proudly.

“Impressive. What a great idea.” A giraffe voiced his stamp of approval.

“And you know what makes this a great idea? It was so simple to do. Quick and easy. That's the way to do it.” Bunga added.

“I don't know, Bunga. The easy solution's not always the best solution.” Twilight voiced her concerns.

“Well, it sure worked with this dam.” The giraffe returned as a small leak burst from the rocks.

“Uh-oh. Now look at it. What do we do about that?” Kion voiced and confirmed Twilight’s rightful concerns upon seeing it.

“Hmm.” Bunga looked around until he saw a nearby stick and plugged up the hole. “Put a stick in it. That's my advice.”

“Hey, it worked. What a good idea.” Thurston praised him.

“He gives great advice.” The giraffe added.

“Good idea? Great advice?” Fuli incredulously asked.

“Please?” Rainbow scoffed. “I’ve see Pinkie come up with better ideas that him.”

“Thanks.” She cheerfully replied.

“When they make sense.” She added so she gets the point.

“Uh-huh.” She returned.

“You know you're talking about Bunga, right?” Fuli told the animals to remind them.

“Don't be so surprised.” Rafiki voiced as he appeared with fruit in his arms. “Honey badgers, they are the Pride Lands' smartest animals when... Oh, oh, oh. Wait a minute.” He then suddenly dropped his fruit and trailed off what he was going to say next as he proceeded to regather his fruit.

“You hear that, everyone? I'm the Pride Lands' smartest animal. Rafiki said so.” Bunga then felt pleased and greatly encouraged. “I'm smart and I give good advice. Say, wait till my uncles hear about this.”

“Hey, Bunga! Wait up!” Kion called after him as the rest of the Guard follows after him while the crowd disperses just as Rafiki gathered up his fruit.

“Yes, yes. Honey badgers are the smartest when they think before they speak. But if they do not, whoo-hoo-hoo! Total disaster!” He finished as he suddenly saw that everyone had left the scene. Well, all but the girls. “Hmm, where'd everyone go?”

“They all left to follow the great and oh Bunga the Wise.” Twilight answered while saying the last part in a sarcastic manner. “If only they stopped to listen to that last part.”

“Eh. They’ll get it in time.” Rafiki advised they’ll learn before walking off as the stick Bunga stuck in the hole is cracking again with more water leaking.

“By then that dam will burst.” Rainbow Dash pointed out.

“I know.” Twilight acknowledged. “We need to make sure that doesn’t turn into a flash flood.”

“But how?” Applejack asked. “Unless…” He then thought. “We can transfer all of that there extra water from the lake and to Hakuna Matata Falls.”

“That could work.” Fluttershy thought and pondered. “But how will we get it all there?”

“We could use some of the apple-bucking barrels to take out that excess water.” Applejack proposed.

“And I can use my magic to help load them in.” Twilight also proposed. “But just to be sure for the time being…” She added as she worked her magic into freezing the lake. “…That should hold long enough until you get back.”

“Are you sure, darling?” Rarity asked.

“It’s not the best answer, but it will buy us some time so we can properly drain out the lake before it turns into a massive flood.” Twilight acknowledged. “Now get going, we don’t have much time!” She urged them get what they need as Applejack and Rainbow Dash rushed back to Ponyville to do so. “Rarity, you and Pinkie, help me watch over here until they get back. Fluttershy, go help the Guard from those affected by the rainstorm. In case the worst should happen, we need to be prepared.”

Everyone all split up as they set out to prepare for the worst.

“Bunga! Bunga, wait up!” Kion called after him as the others followed.

“Um, a little help here?” Someone nearby called out which stopped the Guard in their tracks.

“Uh-oh.” Beshte saw what was behind them.

All of the turtles lying on their backs unable to get up.

“Oh, we forgot to flip the turtles. Sorry about that.” Kion apologized as Fluttershy caught up with them as they all work together to ensure all of the turtles can walk again.

“Oh, thank you.” The turtle thanked Fluttershy.

“Oh, you’re most certainly welcome.” She sweetly returned.

“Phew. There you go, little guy. Well, the turtles are all flipped.” Beshte then said after helping up the last turtle.

“We forget anything else?” Fuli asked.

“Argh. The porcupine brothers.” Kion answered as he just remembered. “Though that'd be easier if we had Bunga and Pinkie to help. Ono, go find them.” He then said to the egret just as the pink mare appeared

“Affirmative.” He said as he flew off while not noticing Pinkie’s sudden appearance.

“Hey guys! You called!” Pinkie said to the surprised group.

“Yes.” Kion replied while startled by that. “With the porcupine brothers.”

“Yes sir!” Pinkie saluted as she went off ahead and took care of the problem herself by turning the log filled with water over to empty out so they could go back inside. “There you go, you guys. See you next time.”

“Thanks.” The porcupine returned as the other’s caught up with her.

“Every storm it's the same thing. You'd think they'd just move.” Fuli voiced her thoughts.

“They like it here. It's cozy.” Beshte told them.

“And what matters is that they are comfortable.” Fluttershy added.

“Yeah, but how cozy do you really want to be when you're a porcupine?” Fuli still asked as one of them accidentally poked each other with their quills while they all walked off together.

“Ow, watch those quills!”

Next up was a volcano shaped hole where the snakes usually live inside.

“Okay, who wants to crawl in and make sure Ushari and the cobras aren't stuck in the mud?” Kion asked the others as they looked inside the hole.

“Don't look at me.” Beshte quickly objected due to his size.

“It's times like this we really need Bunga.” Fuli sighed seeing this as another job for Bunga.

“Don’t worry! I take care of it no problem!” Pinkie immediately voiced as she leaped inside.

“Yeah, but he's...” Kion tried to say to Fuli until Ono arrived with news to share.

“Everyone! You gotta see what's going on at Hakuna Matata Falls!”

They all went over there and then saw a huge line of animals awaiting in front of the tree with Timon standing in front of them as something big was going down.

“Whoa!”

“Hevi kabisa! What is all this?”

Kion and Beshte asked as they walked by the Pride Landers who voice of what the commotion is all about.

“Rafiki said he's the wisest...”

“Of all the animals...”

“...in the whole Pride Lands.”

“Oh. Amazing.”

The animals voiced as they await their turn.

“Oh yeah! That’s right! He is!” Pinkie recalled as she chuckled.

“You do remember who you’re talking about don’t you.” Fuli reminded.

“Yep.” She said as she hopped on ahead as Timon and Pumbaa quickly intercepted them.

“Whoa, whoa, whoa. Not so fast, kids.”

“If you want to see him, you've got to wait in line!”

“See who?” Kion asked.

“Bunga the Wise.” The two said together as they praise the honey badger near and far.

“The Sage of Hakuna Matata Falls.” Pumbaa added.

“The what?” They all said in dumfounded unison.

“Seriously?” Fuli voiced dully as the two break out into an upbeat musical number together with the others animals dancing to the beat.

The two sang together while singing their praises before turning to the honey badger in the tree as he made his appearance well-known to everyone while singing to everyone.

As everyone watches, the Guard plus Fluttershy just look on still dumbstruck as Pinkie happily dances to the beat as the three sing together along with the whole crowd.

“Thank you. Thank you very much. Nice of you to drop by.” Bunga told everyone once the song had ended before accidentally bumping into the giraffe from earlier.

“Bunga the Wise, everyone thinks I'm stuck up because my head's so high up in the sky. What do I do?” He asked.

“Simple. Tie a knot in your neck.” He replied as the others have confused looks at the idea as Fluttershy flew after him to discourage him against doing so as an ostrich stepped forward.

“Bunga the Wise, how can I keep from being scared whenever I see a hyena?” She asked.

“That's easy. Just...” He responded as he leaned her in for a whisper.

“Mmm-hmm. Mmm. Thanks.” She thanked before leaving.

“Mmm, Bunga the Wise, suppose I see a pile of rocks with a leak in it. Where do I find a stick?” Thurston brought up and asked as he leaned in close.

“Just climb up a tree and grab one. Trees are full of sticks.” He suggested as Timon got in between them.

“All right, all right. Everyone back in line. No more freebies.” He told everyone.

“Don't worry. You'll all get your turn eventually!” He assured them all.

“Come on, kid, er, I mean, Your Sage-iness.” Timon ushered him to follow with their procedure.

“Uh, okay. Talk you all soon!” Bunga told everyone as he was dragged off.

“Next!” He said as the next one comes forward with a green bug to which Timon kidnly took and munched on while Fluttershy covered her eyes not wanting to see that. “Ah. You're too kind.”

“Now, if you'll follow me...” Pumbaa began leading him inside until Kion spoke up.

“Hey! Bunga!”

“Uh-oh.” Pumbaa voiced as Timon tries to stop him.

“Whoa. Whoa. What part of "wait in line" did you kids not understand?” He asked while waving his arms around.

“Give me a break, Timon. We need to talk to Bunga.” Fuli responded having none of this since he is a member of the Guard with responsiblites to fulfill as she walked past Timon.

“It's Bunga the Wise.” Pumbaa felt the need to correct as he got in front of her as Bunga popped his head out.

“Oh, hi, you guys. I didn't see you there. Come on in.” He invited.

“Fine then. But make it fast. We got lots of folks here waiting their turn!” Timon reluctantly relented as the Guard makes their way inside expect for Beshte, Pinkie, and Fluttershy as the former is too big, Pinkie was tasked with watching the lake, and the animal lover is busy discouraging animals from following Bunga’s terrible advice.

“Okay, I'll just be out here.” Beshte called out to them.

“Bunga, what's going on?” Kion asked.

“Are you seriously giving all of those animals advice?” Fuli added in a tone of disbelief.

“That's right. You heard Rafiki. I'm super-smart.” He nonchalantly replied while placing his shell hat on Ono which covered him.

“Hello?” He responded to remind him of what he had just did which was of course ignored as he shook it off.

“Remember? I had that great idea to stop the lake from flooding.” He reminded everyone somewhat arrogantly.

“I guess.” Kion reluctantly replied.

“So, then, I had an even better idea.” He then continued as he got up. “I could share my great ideas. I can help everyone in the Pride Lands by telling them what to do.” He said as he bumped into fruit dangling from the plants nearby as Pinkie bit into one of them so she could taste it.

“Mmm.” She said as she really enjoyed the juice inside of it.” Pinkie drooled as she creeped the cheetah next to her out.

“Seriously?” She replied both to that and Bunga serving as a source of wisdom to everyone even though they aren’t very great solutions.

“Bunga, you already help the Pride Lands. You're on the Lion Guard. You're the Pride Lands' bravest!” Kion reminded him.

“But I'm also the smartest! It's difficult being so gifted.” He ignored as Kion tried to further reason with him until Timon intervened.

“Okay, okay. Time's up. Folks outside ain't gettin' any smarter.” He urged them to leave.

“Thanks for coming, you guys! Next time make an appointment! Ow.” He returned as he accidentally bumped his head on the fruit again.

“Allow me, Bunga the Wise.” Pinkie offered as she snatched up the fruit and popped them all in her mouth as she walked outside.

Shortly afterwards, the six all then walked off.

“If you ask me, Bunga's the one animal in the Pride Lands who should not be giving advice.” Fuli voiced her strong opposal to this.

“Why's that, Fuli? He did figure out how to keep the lake from flooding.” Beshte asked and pointed out.

“Yeah, he did.” Kion replied as they pass by the overfilled lake with Pinkie bouncing over to sip down some of the water that is starting to leak as the ice starts to melt as Rarity quickly works her magic into freezing it.

“But I just got a bad feeling about all this.” Kion rightfully voiced as they came across a surprising sight. “Hevi kabisa!”

An ostrich with her head stuck in the ground to which left the all jaw-dropped.

“I didn't think ostriches really did that.” Beshte voiced his thoughts.

“They don't.” Ono confirmed.

“And I don't think that one likes it very much.” Kion added seeing she is in distress and stuck. Come on.”

With Kion and Fuli yanking on the ostrich’s tail with Fluttershy and Beshte tugging on her neck they were able to free her from her predicament.

“Oh. Thank you. Hard to breathe down there.” She said in relief as she spit out dirt that got in her mouth that landed on Ono’s forehead.

“Ugh.” He groaned in disgust.

“Sand. Ugh.” She said as she spit it out.

“Watch where you're spitting.” Ono complained as he moved on top of Beshte;s back. “Tall birds.”

“Are you okay?” Kion asked.

“I am now. Thanks.” She gratefully replied.

“So why'd you stick your head in the sand in the first place?” Fuli asked.

“Everyone knows that ostrichs shouldn’t be sticking their heads underground.” Fluttershy added to remind her of that.

“Bunga the Wise said it was the best way to avoid seeing hyenas. And he's the smartest animal there is.” The ostrich replied as Fuli turned to Kion with a smug smirk.

“Don't say it.” Kion just said as Ono alerted every one of the bushbucks about to eat pink flowers.

“Hapana! Those pink flowers will make them sick.”

“What?! NO! Stop!” Fluttershy screamed as she flew over and snatched them all off of the ground.

“Hey! Our flowers!” One of the bushbucks complained.

“You shouldn't eat these.” Beshte reminded them against doing so.

“These flowers will make you sick.” Kion added.

“Very, very, sick!” Fluttershy added as she refused to let them anywhere near them.

“But Bunga the Wise said pink flowers were the tastiest. And he's the smartest animal there is.”

Fuli gave an annoyed “Told ya so!” look.

“I know what you're thinking.” He replied in response as another cry of help is heard.

“Help!”

“Uh, now what?” Fuli wondered what the trouble is.

“Help!”

It was an oryx panicking over the edge on a cliff.

“Hang on! We'll help you out.” Kion assured him as they all came to his rescue.

“Please. I don't like high places.” He pleaded.

“Fuli, pick a horn. Fluttershy, you help push him up, Beshte, you say when.” Kion told the others as he and the cheetah proceed to grab him by the horns while Fluttershy got underneath him so she can help give him a nudge up the ground.

“Don't worry. We got you.“ The peagsus pony gently said to him.

“Pull!” Beshte told them as the two pull him with Fluttershy giving him the push he needs to get out of there and with great teamwork the oryx was now safe.

“Thank you so much.” He said in grateful relief to them.

“How'd you get trapped down there?” Kion asked.

“It wasn't advice from Bunga the Wise, was it?” Fuli correctly guessed in a deadpan tone.

“Why, yes, it was. I asked him about the fastest way across the canyon. And he just said to jump.” He confirmed as Fluttershy was left speechless and aghast that he would suggest something like that as Fuli gives Kion the look again.

“Okay, go ahead and say it.” Kion relented.

“I told you Bunga shouldn't be handing out advice!” She exclaimed.

“I’m afraid I have to agree with her there.” Fluttershy added. “All of these poor animals nearly got hurt and sick just listening to him.

“Yeah. We've got to tell him to stop.” Kion voiced of what must be done about it.

“Do we have to stand in line again?” Beshte wondered.

“I don't think so. Look!” Ono said otherwise as the animals are all parading with Bunga leading the way while being fanned by a baby elephant behind them.

“Catchy! I like it!” Bunga felt pleased by this.

“Now I've seen everything.” Fuli commented as Kion sighed at how far this was going.

“Come on.” He led them towards them as they approached him while halting the parade.

Oh, hi, guys. Don't stop.” The honey badger greeted as he told the elephant to keep fanning him.

“Bunga, what are you doing?” Kion asked.

“Bunga's advice is so popular we decided to take it on the road.” Pumbaa answered as they approached them.

“Bunga the Wise "The Pride Lands Tour"!” Timon added.

“I advise you to come along with us.” He said to the Guard.

“Sounds like fun.” Beshte voiced his liking to the idea.

“Sounds like trouble.” Ono voiced the opposite of what Beshte said.

“Bunga, you've got to stop this.” Kion urged him to put an end to it. “We've got enough to do trying to deal with the rainstorm. Your bad advice is making things worse.”

“Me? Bad advice?” Bunga gasped while feeling hurt by that statement.

“What?” Pumbaa exclaimed as the others animals were also aghast hearing that.

“But have you all seen what his advice has done?” Fluttershy asked everyone on deaf ears. “It has caused more harm than good.”

“But Rafiki said Bunga was smart.” One the Pride Landers protested.

“You see, Kion? Everyone loves my advice.” Bunga said to them while having his confidence backed up. “They wouldn't know what to do without it. Am I right?”

“Yeah.”

“That's right.”

“We're clueless.“

The animals voiced their unconditional support for him.

“And Bunga gives good advice.” Pumbaa added in agreement.

“You said it, Pumbaa. He's even given the Lion Guard advice. Anybody remember a little thing called the dam?“ Timon brought up while pointing to said dam nearby.

“Yes! Whoo!” The giraffe stated his support.

“Love it!” Pumbaa also stated in support.

“That's right! His idea. His advice. Problem solved. The End.” Timon told everyone.

But no sooner than he said it the dam finally burst with all of the over-flowing water spreading across the Pride Lands.

“And now I have some advice. Run!” He then told everyone as they all panicked and ran just like the zebras while screaming along the way.

“We've gotta move those animals to safety. Lion Guard, follow me!” Kion ordered the team to do so just as the others arrive as Twilight quickly freezes the river up with her magic while Applejack and Rainbow Dash arrive with the giant barrels with Rarity focusing her magic and sending them in those buckets as well.

“Go!” Twilight told the confused Guard by their sudden appearance. “We got this!”

As they all comply with Twilight and Kion’s instructions, Bunga is left personally regretting what his advice has done to the Pride Lands.

“Run, Bunga, run!”

“Don't be a mook, kid! Head for the hills!”

Timon and Pumbaa urged them to listen as they literally ran for the hills to avoid the water that can leaked past the Pony Guard.

“But, I'm a member of the Lion Guard. I can't let my friends down.” Bunga voiced of what he really needs to do to make up for all of this. “Hey guys! Wait for me!” He shouted after them.

“Split up!” Kion told everyone as they all worked to get everyone to safety.

“You can stop fanning me now!” Bunga told the young elephant still following after him.

“Everyone, follow me! Now!” Kion told the buffalo herd nearby.

“Zebras, stay close to each other and follow Kion.” Beshte told them as they did as they were told while Fuli comes to the rescue when some of the water uncontained nearly drowns a hedgehog.

“Hurry! Into the canyon!” Kion ordered everyone as the flash flood closes in on them.

During the run for their lives, Bunga reacted with alarm upon seeing the little elehpahnt previously fanning his is dangerously close to the tidal waves.

“Come on, kid! Run! Take my advice! Don't look back!” He told them as they all went right at the first fork in the canyon.

They need made their way down the path as they approach another fork in the road.

“Ono! Which way?” Kion asked of him as he used his keen sight to examine the two paths, starting with the one on the right which leads straight to a cliff with a deep fall to the ground.

“Oh, no.” He said as he saw the potential danger going that way has. “Left! Go left!” He shouted to the Lion Guard leader who immediately swerves everyone into that direction.

“This way, everybody! To the left!”

As Ono oversees the path they are taking, he then sees another predicament up ahead.

“A dead end! Oh, no! Kion!” He shouted to which they came across once they hit it leading to everyone crashing into each other.

“Kion, the walls are too steep to climb. What do we do?” Beshte asked the young lion.

“Don't ask Kion. Ask Bunga the Wise.” Thurston asked as Mtoto followed suit.

“Bunga the Wise!”

“What do we do?” The hedgehog desperately asked.

“Tell us.” The zebra urged.

“Uh...” Bunga stammered before fessing as the waters threaten to drown them. “I don't know. Kion's the one who always knows what to do with this kinda stuff. Right, Kion?”

“Right.” Kion replied. “But it's not exactly quick and easy. Now, everyone! Get behind me!” He urged everyone as he plans on using the Roar to save everyone.

“He means it! Get behind him! Get behind him!” Ono shouted for everyone to listen to him as he unleashes the Roar against it.

The power of the Roar was enough to send it back and away from the dead end trail of the canyon and bac towards the path heading towards the cliff with rocks falling down into the canyon to block any of the remaining water from reaching and inflicting harm on them.

Everyone cheered for Kion as he came through to save everyone in the end.

With the excess water now flowing into the stream from the waterfall, there is plenty of water for everyone to drink from while the Lion Guard takes a moment to rest after everything that had happened just as the Mane Six all arrived.

“Hey, sorry we’re late.” Applejack called out to everyone.

“No worries. You arrived just in time.” Kion replied. “So what were you doing while everyone was distracted?”

“Well since we correctly thought that Bunga’s quick fix was bound to happen…” Twilight began.

“…We gathered supplies to contain most of the overflowing water before it could do any damage.” Rainbow added.

“And needless to say some of the water that got away wasn’t easy to contain.” Rarity added. “But we were so busy freezing the water from the lake we couldn’t stop the water that got away from making its way across the Pride Lands.”

“Hope it didn’t cause too many problems for you all?” Fluttershy hopefully asked.

“We all managed fine, thanks to Kion.” Fuli replied.

“Yep, it wasn’t quick nor easy but it ended up being the best solution.” Kion said as the others joined to relax with them

“I like this view.” Fuli expressed as she and Kion sat on the rock just over the falls.

“Me, too.” Kion said.

“Me, three.“ Rainbow said as she floated on her back in the water.

“Yeah.” Beshte couldn’t have said it better. “This is a great place to rest up after a rain storm.”

“Until the next one.” Ono pointed out as Twilight approached with a shush.

“Don’t tempt fate.” She whispered.

“But you know it’s true.” Ono insisted innocently.

As Timon and Pumbaa relax in front of a nearby tree while Rafiki meditates, Bunga hums while approaching a field of flowers that had water and mud in them.

“That spot with the flowers, it looks like the perfect place to bask in the sun.” Bunga said thinking about doing it.

“I would not lie there, if I were you.” Rafiki warned him with still closed eyes.

“Pfft. Come on, Rafiki.” Bunga dismissed his warning. “I can tell the best spots to bask. I'm the smartest animal around. You said so yourself.”

“You did not hear everything I said.” Rafiki corrected him. “Honey badgers are only smartest when they think things through.”

“Think things through?” He said in confusion by that as he leaped in and true to the mandrills warning the patch was filled with water and mud. “Uh. Guess I'm not so wise after all.” He then realized. “Oh, well. I can live with that.” He accepted that as Twilight turns back to Kion.

“So I take it things got pretty hectic while we were away?” She figured.

“Well…” Kion began.

“Yes, they did.” Fuli bluntly answered.

“Figures.” Twilight responded as if she expected that to happen. “Bunga being Bunga like Pinkie being Pinkie.” She said as said party mare appeared with a cart filled with frozen treats and drinks.

“Who wants ice cold fruit bars and ice cream?” She called out to everyone as they all gather around to get a taste of Pinkie’s lastest creation as most of the Pride Lander’s opted for the more healthy option by going for the fruit bars which had everyone’s desired fruit to their liking as they treated themselves after an exhausting day in the Pride Lands.

Episode 18: The Search for Utamu

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Episode 18:

The Search for Utamu

The Pony and Lion Guard searched the Pride Lands, looking for a herd that wasn't at their usual grazing grounds. Ono and Rainbow Dash took to the sky and after a few minutes, located the missing herd and led the rest of the Guard to them.

"Everyone, the buffalo are right down there." Ono reported.

"Thanks Ono and Rainbow." Kion said.

"Why do you suppose they wandered so far from their regular grazing ground?" Beshte pondered aloud as the Guard stood on the hill overlooking the buffalo herd.

"Who cares?" Bunga shrugged with a wave of his hand. "We found them, they're fine, let's go."

"Wait. I'm not so sure they are fine. Look where they're grazing." Ono used his sight to zoom in and saw they were surrounding, "Hapana! They're right on top of a geyser."

"A what?" Bunga questioned, looking up at the two animals beside him.

"A geyser." both Ono and Twilight repeated in unison.

"Really hot water shooting up from a hole in the ground." the bird added.

The Guard's strongest quirked his brow, "Are you sure you're not making that up?" Just as he asked that, a low rumble was heard by everyone and the ground beneath their feet began to quake.

"Whoa. Big B, you gotta eat something." Bunga noted, pointing to the hippo. "That stomach of yours is rumbling like crazy."

"I don't think that's my stomach." Beshte replied as the rumbling grew louder.

"Its the geyser! It's about to blow!"

"We've gotta warn the buffalo!" Kion ordered. "Till the Equestria and the Pride Lands end..."

"...Pony and Lion Guard defend!" The Guard ran down the hill towards the buffalo herd, which were starting to get spooked by the shaking ground. The geyser blew, sending a tower of boiling water into the air, which nearly splashed Ono in the process. The buffalo herd went into a full panic and began stampeding across the plains.

"Hevi kabisa. The herd!" Kion gasped. "We've gotta stop them before they trample everything in their path!"

"Leave this to me." Fuli and Rainbow volunteered, giving a grin to the Guard's leader before speeding off after the herd. "Huwezi!"

"They can't do it alone." Kion stated. "C'mon!"

"Slow it down, buffalo!" Fuli and Rainbow yelled over the bovine's bellows as they ran circles around the herd. "That's the way." they continued to circle the herd, which seemed to calm down. "Nice and easy."

"Would ya look at that." Beshte noted with wide eyes as the buffaloes came to a stop.

"Maybe they can do it alone." Kion said looking very impressed with the speedy duo. Fuli and Rainbow Dash ran back to the Guard, panting.

"Poa, Fuli and Rainbow!" Beshte sighed in amazement.

“That was Fantastic!” Pinkie Pie smiled.

"That was un-Bunga-lievable!" Bunga added with a grin.

"Thanks." the cheetah smiled, sitting up straight.

“No problem.” Rainbow added.

"You should have seen it from up there." Ono smiled.

"Great work, Fuli." Kion praised. "Now why don't you take a break?" Then cries of help from across the plains caught everyone's ears, "Help Help!"

"And the break's over." said the honey badger.

"It's gonna be one of those days." Fuli sighed, rolling her eyes.

The Guard's leader looked to the egret perched on the lioness' shoulder, "Ono, take a look."

"Affirmative." Saluted the keenest of sight as he took off. He located the sounds of the cries, Three galagos! About to fall from a tree in Ndefu Grove!" he relayed to the animals below.

"We'd better get moving." suggested the Guard's fiercest.

“We got this.” Rainbow and Fuli said before they sped off leaving the rest of the guard behind.

The rest of the Guard followed after the cheetah and pegasus towards Ndefu Grove. They arrived just in time to see the three galagos jump up and down on the cheetah and pegasus's back, cheering in excitement.

"Nice save you two!” Beshte grinned as he complimented them again.

"Good thing you didn't need any backup." Kion noted with a raised brow.

"Yeah." Fuli and Rainbow agreed with a chuckle.

"I knew I could handle this one by myself. But, uh..." Fuli glanced at the three small primates on her back, who were currently kneading her fur. "I could use some help getting these things off me."

“Me too.” Rainbow said as she too is not one for furry little animals cuddling onto her while Fluttershy giggles at the two.

"They really like you two." Fluttershy smiled at them as they both groan as the honey badger steps forward to help them.

"All right, Gally-ally-goes." Bunga chuckled. "Off 'a the kitty and pony!"

The Guard continued on with their patrol, passing by one of the many watering holes throughout the Pride Lands.

"I can still feel those teeny little hands grabbing my fur." Fuli groaned.

"You sure you got them all?" Rainbow asked.

"Yeah, you're good." Bunga assured, patting the cheetah's shoulder. The badger looked ahead and gasped, "Zuka zama! Lookit!" he pointed to a thick, gray boulder that curved over the river. "The water's reached the trees at Mapema Rock!"

The rest of the Guard noticed the same thing, although none of them could figure out why Bunga was so excited about it.

"Oh yeah, you're right.... uh, What does that mean?" Beshte asked, looking at his badger friend.

"It means it's the peak of the rainy season!" Bunga answered with a wide grin. "It's time for Utamu! I've gotta go get some!" he ran off towards Mapema Rock, leaving the Guard in a state of confusion.

"Bunga, wait!" Kion called after him, the Guard following after their bravest member. "Where are you going?"

“And what are Utamu?” Twilight added.

"I just told ya. I'm gettin' Utamu!" Bunga answered to the lion prince. "They're the rarest, most delicious grubs in the Pride Lands!" he added. "But they only come out one day at the peak of the rainy season! So you gotta find 'em fast! That's why..." he was cut off by an animal's cry for help.

"Ono?" Kion asked. Ono saluted and he flew high to spotted what animal was in danger. "It's a serval." Ono informed the rest of the Guard. "It looks like he tried to jump across Big Ravine. He's hanging on to the edge, but he won't last long."

"Alright Lion Guard lets-" Kion began to say, but cut off when Fuli and Rainbow ran/flew ahead of the others.

"Fuli, Rainbow wait!" Kion called as the guard took off after them.

Fuli and Rainbow raced across the plains and she made it the ravine in no time and using her speed she leaped across the ravine and landed behind the serval. Rainbow flew down and supported her.

With Fuli using her retractable claws to grip the side of the cliff and with Rainbow pushing, they managed to push the serval up and to safety before Fuli pulled herself up only to be met by the others coming towards them.

"Great rescue, Fuli, Rainbow." Ono called out to them as he flew over to them.

"What...took the...rest of...you so...long?" Fuli asked between breaths.

"We had to go around the long way." Beshte answered.

"Jumpin' Junebugs Fuli, what made you think to try a jump like that?!" Applejack exclaimed.

"Yeah. Even I wouldn't even try a crazy jump like that." Bunga added.

"Not to worry. Just takes a little speed, that's all." Fuli smirked and Rainbow chuckled with a grin.

"Fuli, Rainbow, why didn't you wait for us?" Kion asked, stepping forward and staring at the female cheetah and pegasus to reprimand them.

"Um, cause the serval was hanging for dear life about to fall at any second much like the galagos earlier." Rainbow dully responded as if Kion was getting worked up over what should be a simple "Good Job." response. "If we didn't rush over there when we did they all would have gotten hurt."

"C'mon, Kion. You put me on the Guard 'cause I'm the fastest." Fuli scoffed and reminded him. "If my speed can help, shouldn't I use it?"

"Yeah, but we're a team." the Guard's leader reminded. "And our team's not as good if you two get hurt or worn out from going solo."

"I'm a cheetah. Cheetahs don't get worn out." Fuli informed.

“Yeah, neither do I!” Rainbow exclaimed.

“But everyone has a limit when it comes to certain things.” Twilight advised. “I have a limit when it comes to how much magic I use. If I use too much, it causes a magical strain on me, causing me pain and weakness. You two have a limit when it comes to speed. Cheetahs can’t run for very long or else they’ll be worn out and vulnerable to attacks.”

Fuli and Rainbow dismissed Twilight’s concern.

"Well, now that that's settled-" Bunga's voice snapped the two out of their stare-down with Kion. "I gotta go find the Utamu grubs. You comin' or not?"

"I'm in." Fuli grinned.

"Let's go." Rainbow added, but before the pair cold go, Kion stood in their way. “Not you two, I think you both need to rest. If anything else happens, we'll need you both at full strength." he ordered to which the cheetah and pegasus chuckled dryly in response.

"I'm sorry, have we met? I’m always at full strength." Fuli returned.

"I mean it, Fuli and Rainbow." Kion said sternly that he is serious to the two about this. "You both need to take it easy for a while. I want you to stay here."

Kion, Fuli, and Rainbow stared at each other before Beshte came forward to gently reason with them.

"I think what Kion's trying to say is that. Everybody needs to rest sometimes."

"And believe me it is tough but you'll find yourselves much more energized and see that it will be well worth waiting for." Applejack added speaking from past experience.

Seeing that Kion wasn't backing down, Fuli and Rainbow sighed in defeat. "Fine. I'll rest." Fuli caved, plopping down.

"But I won't like it." Rainbow added.

"Wouldn't expect you to." Kion giggled, giving his friends a smile. The Guard then moved off leaving the pair to relax. Fuli layed down and stretched herself out. She sighed before sniffing and hearing some antelope. "Relaxing? Hunting? They're kinda the same thing." Fuli said as she sneakily walked off and Rainbow followed her.

"So, Bunga. These Utamu grubs. Do you know where to find them?" Kion asked the honey badger, who pondered on it for a moment before nodding. "Yes, I totally do! This way!" He led the rest of the Guard away.

Fuli was closing in on a lone oryx with Rainbow watching from the sidelines when, a female duck came down, calling her name,

"Fuli! Fuli! Rainbow Dash!" The scream scared off her prey and Fuli sighed in annoyance, "Seriously?"

"Fuli! Fuli! Rainbow! I need the Pony and Lion Guard! The oryxes are fighting!"

"Calm down. Oryxes fight all the time."

"But they're fighting near our nests! If they're not stopped, they'll trample our eggs!"

"Got it. Take me there." Fuli said ready to help them.

“Me too!” Rainbow said in agreement.

"Well, but, what about the rest of the Lion Guard?"

"If you want help fast, you want us, with or without the Guard!" Rainbow said while dismissing their assistance.

"Mmm, that makes sense. Follow me!" The female duck flew off without question and Fuli and Rainbow followed close behind unaware that Kyoga was watching them from afar.

Kyoga sighed, “Pushing themselves to the limit, I see… I’d better keep an eye on them..” and she followed the pair from afar.

"Utamu. Utamu. Good for you and yummy too. Goes right down like squishy goo." Bunga sang as he, Beshte, Ono, and Kion walked through the grasslands. "Utamu. Utamu. When only the best will do, it's the grub for you. Utamu." He stopped suddenly and was ran into by Beshte.

"Sorry, Little B." the hippo apologized as he and Ono chuckled lightly.

"Okay, Bunga, which way do we go?" Twilight asked, looking ahead to see the path split off in two directions.

"Hmm." the badger tapped his chin with his claws. "When in doubt, follow the dung!" he answered.

"Follow the dung?" Beshte repeated, his expression, like the others, a bit disgusted. "Like follow the poop?"

"Yup." Bunga agreed.

"Ugh." Rarity recoiled, closing her left eye and sticking her tongue out. “Darling why we are doing this again?”

"The dung beetles always lead you to grubs. Never fails." Bunga added.

"Really?" Kion raised his eyebrow. "Why's that?"

"Because grubs are dung beetle larvae." Ono informed, "Common knowledge, really."

"Check it out." Bunga pointed down at the ground, where a group of dung beetles were rolling along. "just heading home. And we can follow 'em."

"Pretty cool that you knew that." Kion chuckled, looking to the badger.

"I know! I'm un-dunga-lievable!" Bunga laughed, while everyone else just rolled their eyes. "Come on." he motioned for his friends to follow him down the path that split in the left direction, continuing to sing "When only the best will do, it's the grub for you. Utamu!"

"So, Little B, what's so special about these Utami grubs anyway?" Beshte asked after a while of walking.

“Yeah, what makes them so special to you?” Fluttershy asked.

"Well, Utamu-" the honey badger corrected. "-brought me together with my Uncle Timon and Uncle Pumbaa."

“They did?” Twilight asked.

"Really?" Kion asked.

"Ya mean I never told you?" Bunga looked quizzically. His friends shook their heads.

Bunga leaned against a nearby boulder, "It was a while ago. When I was really little." he began, holding his hand out just below his knee, indicating how much smaller he was back then. "I never met my real mom and dad."

{Flashback}

{"Back then I was all on my own. I could find my own food easy enough. But I was lonely."}

Baby Bunga, a smaller version of his cub-self with a single buck tooth sticking over his lip and shorter white scruff dug through a log and pulled out a pile of grubs and ate them whole.

{"And then I saw them. Right as they walked past Mapema Rock."}

Baby Bunga heard the sounds of singing and followed it, seeing a meerkat and warthog pair dancing along the riverbank near Mapema Rock. Both of them were singing, "Utamu. Utamu."

"It's got a taste, rich and bold your mouth will be amazed." Timon sang.

"It's a kind of taste you won't forget the rest of your days." added Pumbaa.

They both sang together, "Utamu. Utamu. Good for you and yummy too. Goes right down like squishy goo. Utamu, Utamu. When only the best will do, it's the grub for you. Utamu!"

"Come on, Pumbaa." Timon urged his best friend as they followed a few dung beetles along the riverbank. "The Utamu grubs only come out once a year. And this year, we're gonna get 'em."

"Oh, that's what you say every year, Timon." Pumbaa groaned. "And then, halfway up that big tree, you decide to wait till next year."

{"They seemed friendly. Funny."}Baby Bunga, who was watching the pair from a nearby bush, sniffed the air, a grin spreading over his face. {"And a little stinky. Just like me! I knew we'd get along!"}

The infant honey badger ran alongside the warthog before latching onto his leg. Timon turned around and saw the ball of blue fur attached to his friend's leg, "Beat it, kid." he shooed away. "Me and Pumbaa have grubs to find."

"Grubs! Grubs!" Baby Bunga repeated, following the pair as they took a few more steps, stopping right in front of the meerkat.

"Oh, Timon!" Pumbaa sighed at the badger's cuteness. "I think he likes you!"

Timon pushed the baby animal off him, "Okay, kid. See that big rock?" he pointed to a large rock not too far from them. "I betcha there's plenty of grubs under it. You go get 'em!"

Baby Bunga ran towards the stone, yelling out his signature catchphrase as he went. He came back a few seconds later, carrying two large grub worms, holding them out for Timon. The meerkat muttered a thanks before taking the green worm and tossed the red one to the warthog.

"Aw, look at him. He's such a cute little thing." Pumbaa sighed, staring into the wide eyes of the baby badger. "Can we keep him?"

"Keep him?" Timon repeated. "No. No more kids. We already raised a lion, remember?" he folded his arms over his chest against the idea. "Besides, he's a honey badger. He can fend for himself." Timon turned to walk away. "So long, kid. Thanks for the grub."

Baby Bunga wrapped his arms around the meerkat's waist, his small tail wagging back and forth. "Oh, I think he wants to be with us, too." Pumbaa noted, completely under the influence of the baby's cuteness.

"We'll see about that." Timon raised an eyebrow.

{"Then Timon asked me to find the rarest, most delicious grubs in the Pride Lands. Utamu!"}

"Zuka Zama!" Baby Bunga giggled as he ran up a dead tree over a deep gorge. He continued to laugh as he jumped from branch to branch, looking for the special grubs.

"He's really doing it." Timon's eyes went wide. "I was sure he'd be too scared and just run away."

"I don't think he's afraid of anything, Timon." Pumbaa noted, glancing down at his friend.

"Yeah." The meerkat agreed. "The kid's loopier than a snake squeezin' his supper." he chuckled.

"Or as they say in the Serengeti..." the warthog added, "...he's bunga!"

The baby honey badger jumped out of the tree, holding three large worms in varying shades of purple and blue, repeating the name Pumbaa had just said. He held out the grubs for the pair, a big smile on his face. "

Would ya look at that?" Timon blinked in surprise by what he had just did. "He got 'em! He got the Utamu."

"Now can we keep him, Timon?" Pumbaa begged.

"Can we?" Timon moved to stand behind the baby honey badger, his hand's on the infant's shoulders. "The little Bunga got us the most delicious grubs in the Pride Lands! How can we not?" He took one of the Utamu grubs and ate it. "C'mon, Bunga. From now on, you're with us."

Baby Bunga followed the two older animals as they headed back to their home at Hakuna Matata Falls.

{End Flashback}

"So now, at the peak of every rainy season, we celebrate. I always bring the Utamu." Bunga concluded his story. "My uncles love 'em! And I don't want to let them down."

“Aww… so sweet..!” Fluttershy cooed.

"Aw, Little B." Beshte sniffled. "That was beautiful."

"Don't worry, Bunga. We'll help you get that Utamu." Kion assured, casting a glance to the rest of the Guard members. "Right, guys?"

"Absolutely" agreed Beshte.

"Yes." added Ono "But, uh, the dung beetles aren't going to help." he added, looking around. "They're gone."

"Say what?" Bunga questioned, looking down at the ground, realizing Ono was right.

"So how are we going to find the Utamu now?" Beshte asked.

Bunga looked around and let out a gasp, "I see the tree!" He exclaimed. "Zuka Zama! C'mon!" The Guard's bravest ran ahead, with the rest of his friends right behind him.

"Too bad Fuli and Rainbow didn't get to hear Bunga's story." Beshte noted.

"Yeah." Kion agreed with a shrug of his shoulders. "But it's good that they’re getting some rest."

“But that won’t last long, Rainbow’s not the kind of pegasus to relax for too long.” Applejack quipped as she thinks otherwise.

Unfortunately, Applejack was proved right as Fuli and Rainbow raced slowly across the plains, panting heavily, "Are we getting close?"

"Pretty close!" The female duck said. Fuli and Rainbow panted some more, "Ugh. What about now?"

"Mmm. Pretty close!"

"How much farther?" Fuli panted.

"Oh, we're pretty close now!" Fuli panted and grunted, "Fuli, Rainbow!!"

"I know, I know! We're pretty close!"

"No, we're here now! Look!" Fuli stopped and panted seeing the Oryxes battling each other with their hooves dangerously close to the ducks nests.

"Can you stop them?"

Rainbow exhaled in response, "You better believe it. Oryxes! Get out of here! Now!" The Oryxes grunted and they moved away and she panted.

"You did it! You saved our nests! Thanks!" The female duck thanked them.

"No problem. We’re just gonna... Head out now." Fuli and Rainbow walked for a couple minutes away from the nest and they pair collapsed from exhaustion on the ground.

Nearby on a dead tree, Mizingo and his vultures were having a meeting. Mizingo cleared his throat, "Before we bring the meeting of this committee to order... Please join me in the singing of our parliamentary anthem." the vultures then broke into song.

All Hail the Vultures

"Oi, is that Fuli and Rainbow Dash lying down there? I've never seen her when she wasn't running. What's wrong with her?" Mwoga asked seeing the female pegasus cheetah on the ground.

"Hmm. It seems Fuli and Rainbow are too young to know their limits." Mzingo stated as he observed the exhausted duo.

"Ya mean Fuli don't know cheetahs can only run for so long before they need a rest?" The other vulture returned.

"Precisely. I conclude she and that pegasus have pushed themselves too hard, and currently has no energy at all. Which means they can't fight back." The lead vulture answered.

"Oh, should we form a subcommittee to discuss our options in attacking Fuli and Rainbow in their current weakened state?" Another vulture proposed.

"Actually, I think this is the one time that we dispense with formal parliamentary procedures... " Mizingo inhales deeply, "And simply attack."

Meanwhile, the others Guard members stood around the dead tree over the gorge where the Utamu grubs could be found. "Is this really the tree where you first found the Utamu, Little B?" Beshte asked as he looked up and down the tree.

"Sure is! Now all I have to do is climb up and get 'em!" Bunga grinned and jumped onto the trunk, shouting "Zuka Zama!" as he began to climb to the top.

"Careful, Bunga!" Kion called up to her badger friend. "That tree looks pretty dead!"

"I know!" Bunga replied, jumping onto a branch that loomed over the gorge. "That's why grubs love living in it!" The branch creaked under the badger's weight. He jumped up to the next branch above him, the one he was just on breaking off and falling into the gorge. "I'm comin' for you, Utamu!" the honey badger rubbed his palms together in delight.

Each time Bunga took a step, the wood creaked.

"Bunga, that branch is rotten!" Kion alerted his friend. "I don't think it'll hold you!"

"Sure it will!" Bunga assured as he neared a hole in the branch where he first found the grubs.

"Ono and Fluttershy, steady the end of that branch." Kion stated to them before turning to the strongest duo of the Guard, "Beshte and Applejack, hold the trunk."

"Sure thing, Kion." Beshte and Appleback grinned, running to stand between the trunk and the ledge's edge.

Ono and Fluttershy landed on the edge of the branch Bunga was on, flapping his wings to help hold him up. "Hapana." he gasped when something alarming caught his eye. "Twilight! Kion! Mzingo and his vultures!" he alerted the Guard's leader. "They're circling!"

"That's never good. We need to check it out. Twilight, Pinkie Pie, Rarity, Fluttershy, Applejack, Ono, Beshte, Bunga!" Kion called up to the rest of his team. "Let's go!"

"Wait!" the honey badger called down, "Just one more step." When Bunga took that one step, the branch gave way and the badger let out a scream as he fell with the branch.

"I'm coming, Bunga!" Ono swooped down and knocked the badger off of the branch.

"My Utamu!" Bunga cried out as he watched the branch fall into the river below.

"I got him!" Beshte called and he caught Bunga on his back. "Thanks Beshte."

"Sorry, Bunga." Twilight apologized, noting the sad expression on the badger's face. "But we gotta go see what Mzingo and his vultures are up to."

"Yeah, I know." Bunga sighed.

"Ono, keep an eye out for Fuli and Rainbow." Kion ordered the keenest of sight. "We'll need them if there's trouble." He took off after Ono, who lead the Guard towards the vultures.

"If I know Fuli and Rainbow, they're already there." Beshte muttered.

Fuli and Rainbow heard Vultures squawking and they opened their eyes and saw Mizingo and his vultures surrounding them. The pair tried to get up but they were too tired, "Back off, vultures. You don't want any part of me." Rainbow warned.

"Oh, but I believe we do." Mzingo said.

"I want a leg!" Mwgoa stated.

"Young cheetah and pony. You have so little energy right now, you couldn't attack us if you tried."

"Oh, um, question. You really think she can't fight back?"

Fuli and Rainbow inhaled deeply, "Just try me!"

"If you had any strength, you'd have pounced by now." He dismissed their comments as he takes their sweet time asking his flock in their slow approach to the two. "All in favor of attacking from all sides, hmm?"

The vultures said together and in unison, "Aye!"

"All opposed? Motion passed. The ayes have it." Mizingo said but suddenly Kyoga came in between the flock and the pair, "I oppose Mizingo." Kyoga growled.

“Ugh! You again, Kyoga!” Mizingo snarled at the lioness.

“Yeah, what’s it to you?” Kyoga questioned.

“Get out of the way, we’re about to have a meal.” Mwoga said.

“You’re gonna have to beat me first, which you can’t.” Kyoga smirked. Then, a vulture cried out and lunged at Kyoga but the disabled lioness reared up and pinned the vulture with her good leg and paw. “Agh!”

“Like I said, you can’t.” Kyoga smirked.

The Lion Guard raced across the plains towards Ukuni Woods.

"Still no sign of Rainbow and Fuli, Ono?" Twilight asked as she looked up at the egret.

"No, nothing." Ono shook his head.

"We could use them on this one." Kion muttered as he ran at the front of the Guard.

"Wait…..Oh, no! It's Fuli and Rainbow!" Ono screamed from the air, focusing his eyes to get a clearer view. They’re down, and they're surrounded by vultures and Kyoga’s with them!"

"Hevi kabisa!" Kion gasped, "Till the Equestria and Pride Lands end..."

"Pony and Lion Guard defend!" the Guard yelled as they raced towards their friends

Kyoga kept swatting away the vultures easily with her good paw, “You might as well, give up, Mzingo.”

“Hmph we vultures’ never give up!” Mzingo exclaimed in defiant refusal.

Just then, "Vultures! Get away from them!" Kion yelled.

"Kion?" Fuli and Rainbow asked and Kion followed suit and pounced on Mzingo while Pinkie Pie and Bunga kicked two into the air, "Zuka Zama!"

Ono pecked another vulture on the head, "Leave Fuli and Rainbow alone!"

Two more came in but, Fluttershy fluttered over and hit the vulture.

“Sorry…!” She whispered while Twilight blasted the others with her magic.

"Reconvene!" Mzingo squawked as he flew in the air. "Reconvene!" All the vultures took to the sky and surrounded their leader.

The Lion Guard stood in a line in front of Fuli and Rainbow. "Mzingo!" Kion growled, his amber-brown eyes narrowed at the vulture's leader. "When you and your vultures take on one member of the Guard...You take on us all!" He let out his Roar, which sent the whole parliament flying into the Outlands.

"You okay?" Kion asked, as he turned to face his friends.

The cheetah sat up and smiled at her friends, "Yeah." she answered. "Thanks for saving us, you guys. Even though I feel kinda lame for needing it." she muttered.

"You shouldn't." Kion rebuked that there is no shame in it. "We're always there for each other. We're a team."

"Yeah." Bunga agreed, standing to the right of Kion. "Even I've been in trouble once or twice." That comment made Kion look down at the badger with a raised brow and half-smirk. "Okay, lots of times." Bunga corrected, rubbing the back of his head.

"I know it is tough to have to rely on help at times and we are very appreciative of the solo rescues you two have pulled today..." Applejack added while acknowledging all things considered. "...and like you two I initially didn't want to accept help when I was trying to harvest the entire apple farm on my own. Yet I ended up pushing myself to the point I was getting quite delirious from lack of sleep that it ended up causing a havoc in Ponyville that need to ponies getting sick and injured because of my stubborn and pride wanting to work alone." She then said as she turned to Beshte, Kion, and Twilight. "Thankfully I had a few friends still willing to help me out and realize to know when to rely on help when I need it."

"Well, we weren’t helping the team by going off alone and getting worn out." Rainbow admitted, her ears falling to the sides of her head. "Next time we really will wait for the rest of you." she smiled sincerely. "Just try to move a little faster so we won't have to wait so long."

The rest of the Guard laughed at the peagsus's last comment as Fuli addressed the lioness that bought the rest of the Guard time to come to their rescue. "Kyoga."

Kyoga looked at Fuli as Rainbow stepped forward with something to say,

"Thanks for defending us.” Rainbow thanked.

Kyoga nodded with a straight face. "Your both welcome."

"So... were you following us the whole time?" Fuli smirked with a raised eyebrow.

“Yes I was, cause I figured that you two would have reached your limit the way you two were pushing yourselves…” Kyoga replied to which the Guard laughed in response. The Guard's bravest let out a heavy sigh, which broke the laughter.

"Bunga, what's wrong?" Fuli asked, noting the sad expression on his face.

"I gotta go meet up with my uncles." the badger answered. "And I don't have any Utamu."

"I'm sure they won't care." the hippo assured.

"You think?" Bunga shrugged, still unsure.

Rainbow and Fuli got to her feet and gave him a smile, "Let's go to Hakuna Matata Falls and find out." Rainbow suggested.

As the Pony and Lion Guard walked towards Hakuna Matata Falls, they could hear Timon and Pumbaa sing their Utamu song. The pair were dancing around a large log.

"Uncle Timon? Uncle Pumbaa?" Bunga said meekly, which made the two animals halt their singing.

"What's wrong, kid?" Timon asked taking note of his sad face.

"I, uh, I've got some bad news." Bunga sighed, rubbing his arm. "I know I usually bring the Utamu grubs for us to celebrate with. But-" he looked down at the ground. "I couldn't get them this time."

"Eh, Bunga. Utamu grubs are great." the meerkat shrugged to assure him it's no big deal. "But that's not why we celebrate."

"Timon's right." Pumbaa agreed. "We celebrate because the day we got the Utamu was the day we met you!"

Bunga's expression changed, "Really?" he smiled. The three joined in a small group hug.

"Aw." Beshte sighed. "That's nice."

"Besides, this year..We got the Utamu!" Timon announced as Pumbaa rolled away the giant log behind them.

"What?" Bunga blinked, seeing a pile of the purple-blue bugs squirming on a giant leaf. "But how?"

"Oh, you wouldn't believe it!" Pumbaa answered. "A branch full of Utamu grubs fell right outta the sky!"

"I believe it." Ono muttered, standing in front of the group knowing exactly how it happened.

Bunga took one of the grubs off the leaf and held it in the air,

"Here's to the two best uncles a honey badger could ask for!" he toasted, before tossing the grub into his mouth and swallowed it.

"Utamu. Utamu." The trio sang together as the rest of the Guard swayed to the beat. "When only the best will do, it's the grub for you. Utamu!"

Author's Notes:

As Fuli and Rainbow Dash learn an important lesson of teamwork, Bunga leads the others into obtaining special grubs for his family as they learn of how they met to which we all know how it turns out for those who watched the show.

Not really much to explain again, other than one little touch-up I did to address that while the lesson for the Guard's fastest is to learn to work with others and wait for them I did add in the dialogue to point that the situations Fuli took on her own required quick-thinking and action because the hydraxs along with the serval would have all fallen and gotten hurt or worse had she not taken action so I fixed that. In addition, Applejack using the past experience of overworking herself during Applebuck Season to help the speedy duo understand of how valuable having help back them up is while voicing that their accomplishments are very well appreciated. Plus, Kyoga making an apperance to fend off the vultures while protecting Rainbow and Fuli and buying the rest of the Guard time to come to their rescue.

Next up is "Suited for Success." where Rarity and Ono's combined interest in art combine for the dress and suits for the upcoming Grand Galloping Gala.

Also make sure to thank and give PikachuSkitty credit for putting this one together.

Episode 19: Suited for Success

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Episode 19:

Suited for Success

The Grand Galloping Gala is approaching on the horizon, and Rarity herself is getting ready for the big day by designing a fabulous dress for herself in preparation.

As Rarity looks at her own design portraying herself wearing a stylish dress while wearing a tiara and tying her hair into pony tail formation that looks just like Princess Celestia’s mane style.

“Oh, Opalescence. Can't you just picture it? Moi, stepping out in a stunning new gown at the Grand Galloping Gala in Canterlot!” Rarity marveled at her own creation on paper to her white-furred pudgy pampered pet cat with a purple bowtie on her hair, purple eyelash, along with a matching diamond collar who simply meows as she moves to sleep on the pony-nequien yet finds she has to move when her master pulls the fabric under her which caused her to fall off and bump into the ground.

Being a cat, she was able to land on her feet as she walked over to nap somewhere else.

“How about you Ono?” She asked the egret in the room with her.

“Looks pretty eloquent, Rarity.” Ono commented. “Did you make it yourself?”

“Why, yes! I did make it myself.” Rarity charmingly replied. “Thank you so much for asking.”

“Your welcome.” Ono returned while not sharing the same enthusiasm of girl’s clothes. “Although may I ask why I am I here again?”

“Because I need your keen sight to help me out much like when we helped Rafiki with his inspiration for his new painting of us together.” Rarity answered.

“Okay, even though dress designing isn’t really my thing.” Ono dully and reluctantly noted while complying with her wishes.

“But I won’t be designing just dresses.” Rarity pointed out there’s more. “I will also be designing suits for you and the guys too and that includes you too.”

“But why?” Ono again asked as he groaned.

“Because the Grand Galloping Gala is a formal event that requires formal attire.” Rarity again answered as she rolled her eyes thinking he is serious otherwise. “You can’t just show up to a party just like that there.”

“Excuse me?” Ono asked somewhat offended by that remark.

“I’m sorry.” Rarity quickly apologized. “I keep forgetting you’re new to this, but it’s just expected to look your best when preparing for important things in life such as meeting with the princess or the king of Equestrian and the Pride Lands.”

“Well true.” Ono acknowledged with a nod.

“So think of it as showing great manners and appreciation for the two for hosting a magnificent social event in the entire kingdom.”

“Okay, okay, point taken.” Ono gave the unicorn her unconditional support all the way through here as she fetches her supplies as she starts sewing while pulling the fabric that her pet cat was about to nap on.

“Oh, Opal, of course you two can help me. Thank you.” Rarity said to her now donning a pair of red reading glasses as she places her pet on the table while holding a needle ball in her mouth who grumbingly growled in response.

“What's that? You want to help me more? Oh, aren't you the sweetest thing?” Rarity responded as she had her hold several spools of string, measuring tape, glue, and a couple pairs of scissors as Rarity starts working on her design while Ono balances between helping both the fashionista with personal thoughts along with Opal’s balance.

“Careful now. Don't move. This shouldn't take long at all.” Rarity told her to keep it up as she finds herself forced into it.

“Here let me help with you with some of that.” Ono offered feeling pity for the cat as she carried some of her supplies to help release the burden of her shoulders while preparing to help give his keen observation with her latest fashion creation.

Later when Opal’s assistance is longer need now that she got the start of her dress all put together she then focuses her magic on trying to make sure it’s completely sewn together with Ono watching over her progress while trying to be very quiet with his flying as she concentrates on her work just as a knock is heard on the door.

“Howdy, Rarity!” The farm pony shouted out to greet her with Twilight before Ono quickly shushed him.

“Shh! Can’t you see Rarity is trying to concentrate” He gestured to the working unicorn in need of quiet time.

The two then watch Rarity as she does the stitching on the dress she is working on while Ono continues watching over her progress.

“What do you think she's makin'?” Applejack whispered.

“Looks like a dress.” Twilight whispered in return as Ono senses Rarity can hear their voices very well which is making it hard for her to concentrate.

“Looks like.” Ono grumbled to himself in annoyance as much as the unicorn she is helping.

“Well, that makes sense. Since this is a dressmaker's shop and all.” Applejack whispered in return as she grumbled in irritation before turning to face them with a forced smile.

“Is there something I can help you with?” She asked of them.

“Oh, so very sorry to trouble you, Rarity, but I need a quick favor.” She apologized before pulling a simple red dress with short yellow and orange sleeves with two yellow buttons with the bottom one loose from her saddlebag. “Could you please fix the button for me? It's my dress for the Grand Galloping Gala.”

Rarity upon seeing this gasped as she thinks she can better than that as Ono silently agreed thinking she can do better than that for a formal event.

“Oh, no, no, no! You can't wear this...” She quickly objected to the idea before correcting herself before saying an unintentional putdown. “…old thing. You need a glamorous new outfit for the Gala and I'll make it for you. No problem at all. It will be my pleasure!“

“Oh, that's really sweet of you to offer, Rarity, but I can't let you do that.” Twilight appreciated her generosity. “It would be so much work. This dress is fine.”

“Twilight Sparkle. I insist on making you a new dress.” Rarity remained firm on her decision in the matter.

“But...” Twilight tried to speak yet is faced with a literal hoof waving to cement to her that her decision is final.

“Not another word! I won't take no for an answer.”

“I think you’re better off listening to the expert here.” The egret assistant whispered to her.

“Well, in that case... thank you for your generosity, Rarity. Knowing your handiwork, I'm sure it will be absolutely beautiful.” Twilight then replied seeing that Rarity really wants to do this and there is no stopping her as the unicorn turns to the farm pony with a dull expression.

“Let me guess, Applejack. You don't want a new gown either.” She asked while expecting that response from the tomboyish cowgirl.

“Gown? Shoot. I was just gonna wear my old work duds.” Applejack answered thinking the Gala is just another regular get together which earned another disbelieving gasp from the fashionista.

“You can't possibly be serious, Applejack! You absolutely must wear formal attire.”

“Hm... nah.” Applejack simply responded after a moment of thought which Ono was about to stress about the importance of the Gala until Rarity placed a calming hoof onto him as she has an idea of how to handle this.

“Whatif I just spruce up your... duds for you a little bit?” She offered.

“Um... okay, sure, why not?” Applejack replied after a moment of thought just to appease her.” Since you're up for it and all. Just don't make them too... frou-frou-y.”

“Deal!”

“Look out below!” Rainbow screamed as she crashed inside the shop and right into the pony mannequins through the nearby window.

“Sorry. New trick. Didn't quite work.” She apologized as she got up uninjured from the landing.

“Hmm...” Rarity thought as she observed her before getting anoter idea. “Idea!” She smiled in a sing song manner. “I'll make you an outfit for the Gala too, Rainbow Dash.”

“Outfit for the what now?” Rainbow asked as she has no idea what she is talking about.

“The Grand Galloping Gala.” Ono answered as he helped clean the mess she had just made

“I'll make one for you and you and all of you.” She excitably expressed her eagerness. “Oh! And of course Pinkie, Fluttershy, and Fuli. Oh and of course fancy tuxedos for Kion, Beshte, Bunga, Ono, and Fuli too. Oh, and when I'm done, we can hold our very own fashion show!” She also proposed as Ono is looking on in shock of how much she is planning to tackle.

“What a great idea! If you're sure you can handle it.” Twilight encouraged her as she approves of it.

“Oh, it'll be a little bit of work, but it will be a wonderful boost for my business. Plus, fun!” Rarity placed her great confidence in this huge project she is tackling.

“Oh, I love fun things!“ Rainbow said as she liked what the unicorn is thinking.

“Then it's settled. We'll have a fashion show starring us!” She declared as everyone cheered at the idea as Ono just freezes in place before passing out.

“Ono?” Twilight asked as she ran over showered him with cold water from a cup of water to wake him up.

“Ah, Hapana! I’m awake!” Ono screamed as he flew up before flying over in a frantic panic gaining supplies for Rarity.

“So all you have to do is make a different, stunning, original, amazing outfit for one, two, three, four, five—plus yourself—six ponies along with five more outfits for the rest of the Guard? And lickety split?” Applejack asked in surprise that she is seriously going to tackle on that much.

“Oh, Applejack. You make it sound as if it's going to be hard.” Rarity assured her that’s it no big deal as she starts snipping away at new fabric with a pair of scissors while calmly stroking Ono to help ease his nerves before he really loses it.

“Eleven outfits?!” Ono said asked still feeling neurotic about all of this.

“Don’t worry Ono. Like I said not a problem. I know how to go on about this.” She said as got working on her ideas while breaking out into a tune as she works while working on each mare’s dresses one by one.

“Thread by thread, stitching it together

Twilight's dress, cutting out the pattern snip by snip

Making sure the fabric folds nicely

It's the perfect color and so hip

Always gotta keep in mind my pacing

Making sure the clothes' correctly facing

I'm stitching Twilight's dress.”

She sang as she did so while tossing together what she needs for said mare’s dress while unintentionally scaring Opal as some of the fabric lands on her as she finds herself in the middle while Ono is in between saving her cat from getting hurt by accident while helping her get the supplies she needs together.

“Yard by yard, fussing on the details

Jewel neckline, don't you know a stitch in time saves nine?

Make her something perfect to inspire

Even though she hates formal attire

Gotta mind those intimate details

Even though she's more concerned with sales

It's Applejack's new dress.”

She sang as she then magically levitated the pony mannequins around as she places her creative touches on Applejack’s dress while Ono nods in approval.

“Dressmaking's easy, for Pinkie Pie something pink

Fluttershy something breezy

Blend color and form…”

She sang as she drew personal touches for said mare’s dresses while turning to both Ono and Opal.

“Do you think it looks cheesy?” She asked the two.

“Not really.” Ono replied as she pulled out rainbow colored fabric for Rainbow’s dress along with a gold hair accessory to go with it.

“Something brash, perhaps quite fetching

Hook and eye, couldn't you just simply die?

Making sure it fits forelock and crest

Don't forget some magic in the dress

Even though it rides high on the flank

Rainbow won't look like a tank

I'm stitching Rainbow's dress.”

She then sang as she puts the finishing touches on all of their dresses.

“Piece by piece, snip by snip

Croup, dock, haunch, shoulders, hip

Thread by thread, primmed and pressed

Yard by yard, never stressed

And that's the art of the dress!”

As Rarity finishes her song as she and Ono look around at the former’s work while Opal sleeps nearby her bed.

“Wow!” Ono remarked as he eyed every single dress including the tux he was wearing along with the tuxedos for Kion and the other guys.

For the tuxedos they all consisted of black jackets, with different color for the undercoats and bowties. Kion’s was red much like his mane, Beshte’s was sky blue, Bunga’s was dark blue much like his fur coat, and Ono’s was orange much like the feathers on his head.

“Great job, Rarity. You made it all look so easy.”

“Why thank you, Ono. It does take years for practice but once you get the hang of it becomes easier in time.” Rarity thankfully returned as she looks giddy at her success while the egret examines his tuxedo. “And what do you think, do these outfits spark “Wow” in your eyes?”

“Well, it is definitely something I have never seen anything like it and that’s coming from someone who’s not a dress person. I mean the colors fit every pony pretty well along with the personalities that accompany each mare’s outfit very spot on.”

“I know right.” Rarity clapped her hooves in delight that his keen sight managed to match the thoughts she was thinking for them. “It’s exactly how I envisioned them to be!”

“I know for sure that they will love them!” Ono returned very confident that their friends will think the same.

“I’m going to get the others!” She then said as she ran off ahead to get their friends together while Ono himself admires the tux he is wearing while moving his wings around to look at the shoulders of the nicely crafted fabric.

In short time, she got the entire Guard all gathered together with closed eyes as they all walk inside ready to behold of her latest creation for each and every one of them.

“That's it. Keep them closed. Don't look.” She said as she ushered them to keep moving forward while she guides them inside. “Okay, you can look now!” She told as they all do so as they all gasp in surprise as they see what she has created for them as Ono gestures to them with his wings in a presenting manner while Opal admires the fabric as she plays and nuzzles with each and every dress.

“These are your new outfits. What do you think of your old duds now, Applejack? Pretty swanky, are they not? And Twilight! I made this dress for you and I designed each outfit theme to perfectly reflect each pony's unique personality. Oh, it took me forever to get the colors right on this one, Rainbow Dash, but I did it. Oh, and it turned out beautiful, don't you think? And I know you are going to love yours, Fluttershy. It just sings spring! And Pinkie Pie, look! Pink! Your favorite!”

“As for you guys and girls.” Rarity then added to the Lion Guard. “I did the same as well for your guy’s tuxedos along with your dress Fuli.” She said as she showed her the dress which was green like Fluttershy’s yet bold and daring much like Rainbow’s. “Aren't they all amazing?” She asked everyone expected amazed praises and compliments for her hard work.

“Are you kidding?” Bunga first spoke. “They’re un-Bunga-lievable!”

“Poa!” Beshte added.

“They sure are.” Kion shared the same enthusiasm as the other members of the Lion Guard.

“Amazing.” Fuli added just as impressed. “Did you help her make them?” She asked the egret.

“Well…Yes.” Ono answered while slightly embarrassed. “I mean she did say it required my keen sight to help her get the right touches for everyone’s outfits together but I think I managed to help her capture what she is looking for if I do say so myself.”

“I know he was a big help.” Rarity added as she turned to the other girl’s reaction expecting the same results however the Lion Guard sees that they aren’t sharing the same intrigue as they had just shown to her as they share their reactions with forced smiles.

“Wow... they're...” Twilight began at a loss for words.

“Yeah, they're...” Rainbow struggled to add.

“They sure are... somethin'.” Applejack finished.

“Yes! Something.” Twilight said in agreement.

“I love something! Something is my favorite!” Pinkie shared.

“It's... nice.” Fluttershy weakly added with lowered ears.

“Huh?” Ono asked in surprise.

“What's the matter? Don't you like them?” Rarity asked feeling surprised as well.

“They're very nice...” Twilight said while still smiling.

“And we're plumb grateful 'cause you worked so hard on them.” Applejack added.

“Mine's just not as cool as I was imagining.” Rainbow bluntly commented with a bored expression as Twilight and Applejack glare at her for that. “She asked.“ She said defensively.

“I guess what we're all saying is that they're just not what we had in mind.” Twilight then said to be the best of their ability without trying to hurt the unicorn’s feelings as the others share collective “yes’s” in agreement while the others especially Ono felt surprised that they didn’t immediately like them.

“What?” Ono asked feeling stung by that as Rarity frowned in disappointment as well. “How can you girls not like them. They look amazing. Helped by the Keenest of Sight himself.”

“That's okay. Not a problem.” Rarity said with a forced smile of her own while calming Ono down with a hoof on his back. “There's plenty more where that came from. They were only a first pass. You're my friends and I want you to be one hundred and ten percent satisfied. Not to worry, I'll redo them.”

“Oh, Rarity. You don't have to do that. They're fine.” Fluttershy tried to reason with her.

“I want them to be better than just fine. I want you to think they're absolutely perfect.” Rarity insisted as she began the redo process.

“Are you sure?” Applejack asked. “I mean, we wouldn't wanna impose.”

“Oh, it's no imposition. Really, I insist.” She returned.

“Well, in that case... thank you again, Rarity.” Twilight thanked her as she and the other ponies left the room as she laughed nervously.

As soon as they left Rarity dropped her smile.

“What have I gotten myself into?” She sadly said to herself.

“What just happened?” Ono asked himself unable to comprehend this.

“I don’t know.” Kion answered.

“I thought all of those dresses were perfect.” Bunga added just as surprised. “They should have been jumping up and down in excitement. Well at the least the pony girls.“ He quickly added as he remembered Fuli is not the girl who gets all excited over girly stuff as the cheetah doesn’t even argue there.

“They were.” Fuli admitted as she examined her green dress. “Bold and daring yet graceful.”

“Maybe they just didn’t see the way you did.” Beshte suggested.

“It will be okay.” Rarity assured them as she continues working. “With Ono’s help I’m sure we’ll recapture the image they were looking for.”

“Okay.” Kion said as he motions the other’s to follow him out. “Then we’ll let you both get to it.”

As they all leave them to it they can’t help but wonder if she’ll be okay as Rarity looks on disheartened of the fact that she put her heart and soul into it and yet it wasn’t enough.

Later Fluttershy came back as Rarity is now re-sewing her newest dress together.

“Hello? You wanted to see me, Rarity?” She asked.

“Fluttershy!” She greeted her as she escorted her away for her to try it on. “Your new-new gown's ready. I completely revised it and I know you're going to love it. What do you think?” She asked as the peagsus looks at herself in a mirror.

“I... love it.” She answered half-truthfully.

“Oh, you're just saying that.” Rarity saw through her weak response.

“No, no. I do. It's... nice.” She tried to insist otherwise.

“"Nice"?” Rarity skeptically returned.

“Nice.”

“If you don't like it, you should just tell me.” Rarity pressed her to be honest here.

“Oh, but I do like it.” She honestly answered.

“Like it or love it?” She further pressed the peagsus for the truth.

“Um... both?” She hesitated.

“Which is it?” She demanded as she backed the girl against the wall

“Please stop asking me this, I...” Fluttershy now felt nervous with her ears lowered in worry as if she was in trouble.

“Well, just tell me what you really think.”

“No, that's okay...”

“Tell me.” She demanded an answer from the girl trying to evade her question.

“No... it's fine...”

“Tell me!” She again demanded as got in her sweating and terrified face.

“I... like it...” She again repeated with her head and eyes shrunk to the ground.

“Tell me, tell me, tell-me-tell-me-tell-me!” She repeatedly demanded until she cracked.

“All right! Since you really wanna know...“ She gave in as she then rapidly spoke after taking a deep breath. “The armscye's tight, the middy collar doesn't go with the shawl lapel, the hems are clearly machine-stitched, the pleats are uneven, the fabric looks like toile, you used a backstitch here when it clearly called for a topstitch or maybe a traditional blanket stitch, and the overdesign is reminiscent of prêt-à-porter and not true French haute couture.” She answered as Rarity and Ono both drop their jaws in shock of her freaky knowledge of sewing. “But, uh... you know... um, whatever you want to do is fine.” She kindly added.

“Okay, that’s all I wanted to know.” Rarity dismissed her to take it off and leave.

As Fluttershy left, Rarity got herself back to work as Ono joins by her side.

“Hapana?!” Ono said in shock of Fluttershy’s critique. “How in the Pride Lands did she know all of that?”

“It doesn’t matter.” Rarity dismissed that as she got back to sewing. “What matters now is that everyone has dresses that they will love.”

“But those first dresses are something they should and will love!” Ono protested. “How could they not capture what they were looking for?!”

“I don’t know.” Rarity returned without evening looking at the egret as she continues sewing. “But someway somehow I’ll make it work even if it may not be the best designs I have ever created.”

Ono grumbled seeing that this is going to work herself to death but yet still stood by ready to assist her when needed.

Soon enough, one by one the mares come back with their personal requests for their outfits starting with Twilight.

“Now, the stars on my belt need to be technically accurate. Orion has three stars on his belt, not four.”

“Stitch by stitch, stitching it together

Deadline looms, don't you know the client's always right?

Even if my fabric choice was perfect

Gotta get them all done by tonight.”

Rarity sang with increased intensity to the point her mane is a little messy as Ono can only help her gather what she needs as Pinkie is next with green fabric she is eager for her to use.

“Pinkie Pie, that color's too obtrusive

Wait until you see it in the light

I'm sewing them together!”

“Don't you think my gown would be more "me" with some lollipops?” Pinkie asked.

“Well, I think...” Rarity tried to speak.

“Balloons?” She eagerly asked.

“Well...”

“Do it!”

“Hour by hour, one more change

I'm sewing them together, take great pains

Fluttershy, you're putting me in a bind

Rainbow Dash, what is on your mind?

Oh my gosh, there's simply not much time

Don't forget, Applejack's duds must shine.”

Rarity sang as she measures Flutershy while asking of an unimpressed Rainbow Dash as she leaned her shoulders on the counter.

“Dressmaking's easy, every customer's call

Brings a whole new revision

Have to pick up the pace, still hold to my vision.”

She further sang as she is faced with more patronizing requests from her friends.

“That constellation is Canis Major, not Minor.” Twilight pointed out.

“French haute couture, please.” Fluttershy requested much to her slight disgust.

“What if it rains? Galoshes!” Applejack brought up.

“More balloons! Oh no, that's too many balloons. More candy! Oh, less candy. Oh wait, I know. Streamers!” Pinkie indecisively requested.

“Streamers?” Rarity questioned.

“Whose dress is this?” The pink earth pony reminded her.

“Streamers it is.” She obliged with a sigh before turning to Rainbow’s expecting an answer from her.

“What?” She asked.

“Aren't you going to tell me to change something too?”

“No, I just want my dress to be cool.” Rainbow blankly returned.

“Do you not like the color?”

“The color's fine, just make it look cooler.” Rainbow repeated.

“Do you not like the shape?”

“The shape's fine, just make the whole thing... you know, cooler. It needs to be about twenty percent cooler.” Rainbow again repeated slightly annoyed as Rarity taps her head on the pony mannequin exasperated by all of this along with further requests and demands as they further drop by.

“All we ever want is indecision.”

Pinkie sang.

“All we really like is what we know.”

Rainbow sang.

“Gotta balance style with adherence.“

Twilight sang.

“Making sure we make a good appearance.”

Fluttershy sang.

“Even if you simply have to fudge it.”

Applejack sang.

“Make sure that it stays within our budget.”

The Mane Six minus Rarity sang together.

“Got to overcome intimidation

Remember, it's all in the presentation!

Piece by piece, snip by snip

Croup, dock, haunch, shoulders, hip

Bolt by bolt, primmed and pressed

Yard by yard, always stressed

And that's the art of the dress!”

Rarity then sang as she put the finishing touches just as she passes out with Ono quickly flying under her to stop her from hitting her head.

“Oh, Opal, Ono. These are the ugliest dresses I've ever made.”

“No kidding.” Ono returned in sympathy for what their friends just put them through before flying over to retrieve the other girls herself to allow her to get some much needed rest.

“Okay. I did exactly what each of you asked for. Now don't hold back. Let me know what you really think.” Rarity then asked with the horrendous new designs while her pet cat hisses and swipes her claws at Twilight’s dress while sticking her tongue in disgust at the sight of Applejack’s duds while Ono just stoically watches on.

“Oh my!”

“It's... perfect!”

“It's cool!”

“Why, they're the best duds I ever did see.”

“It's exactly what I asked for!” The girls separately than together said as they voiced their delight in them which led to Rarity sighing in relief.

“Thank you, Rarity.” Twilight thanked her as Pinkie bounced over to do the same.

“Are you as happy with them as we are? Huh? Huh? Huh?” She asked as she got in her face

“Well, I'm... happy that all of you are happy.” Rarity simply replied. “I'm just relieved to finally be done.”

At that moment Spike immediately bursts inside catching his breath as he prepares to speak to them.

“You are never gonna believe this! You've heard of Hoity Toity?” He asked them.

“The bigwig fashion hotshot in Canterlot?” Twilight answered.

“Uh-huh.” He nodded. “He heard about your fashion show. Well, maybe I happened to mention it to him... he's coming here all the way from Canterlot to see your work, Rarity!”

“Whoa, Nelly! You could sell a ton o' dresses to this guy. Your business will be boomin'!” Applejack pointed out in delighted surprise.

“Wow!”

“That's so cool!”

“I don't believe it!”

Twilight, Rainbow, and Pinkie expressed their amazement at this news as Rarity has to force a smile hearing this while Ono watching from the back reacts just as shocked as her.

“Hoity Toity? He's coming here? To see THESE dresses?” Rarity asked in horror.

“Yep!” Spike confirmed as Ono faints on his back knowing just how badly this is going to end for her. “Get ready for all of your dreams to come true.”

Hearing this also caused Rarity to twitch her right eye coming to the same conclusion.

Later that night everyone including the Guard all arrives for Rarity’s fashion show, everyone all eagerly awaiting to see her latest creations as they all walk up to the runway Rarity had set up just hours earlier.

As Rarity, Ono, and Opal all peek their heads out from behind the curtain they finally see Hoity Toity a dark gray furred earth pony, with a fancy fan cutie mark, and white hair on his mane and tail, arrive on the scene as he makes his way up to the front with his head propped up wearing a fancy ascot and purple sunglasses while gesturing his assistant with a clap of his hooves and place a pillow for him to properly sit on the ground.

“Oh. There he is!” Rarity exclaimed very nervous as he arrives while Ono swallows a lump in his throat

“This isn’t good.” Ono commented feeling just as much as a train wreck as Rarity.

“Okay. Relax, Ono.” Rarity tried to take deep breaths to herself along with Ono down. “Your friends like their outfits and so will he.” She then squealed in fright when the lights on the runway go dim. “What's wrong with the lights?! Oh, yes. That means the show's starting. Good.” She panicked before again remembering and sighing in brief relief.

As a unicorn with a wild blue mane and tail, wearing purple DJ glasses, and supporting a musical note cutie mark on his flank works the DJ, the spotlight shines on as Spike begins speaking through the microphone as he takes the stage.

“Since the beginning of time, the elite of Equestria have longed for pony fashions that truly expressed the essence of their very souls.” Spike began as spotlights shook around the runway as the Mane Five all prepare to walk on stage while dressed up as the curtain rises to reveal them. “Patiently waiting decades—no, centuries—for the perfect pony gown. Today, at long last, Equestria, your wait is over! For today we see the first, Let's hear it for the breathtaking designs of Ponyville's own Rarity!”

The five in their outfits all take the stage as they walked the catwalk up to the front all while earning shocked and horrified looks from the crowd including the Guard.

“Hevi Kabisa! What happened here?” Kion asked in shock in a whisper to his friends.

“Yeah, why is Fluttershy wearing a nest on her head?” Bunga whispered back. “It looks horrible on her.”

“How can they possible like those outfits?!” Fuli whispered in surprised disgust. “What happened to the other dresses she made for them?”

“Why's everypony lookin' at us like that?” Applejack whispered to the others on stage wondering why they are not getting the amazed wow’s they have expected before the show as Twilight looks at her own design and is suddenly realizing and seeing that their ideas weren’t as glamorous as they thought.

“Oh dear.” She said in realization.

“You think we overdid it?” Rainbow asked.

“Nah. Applejack replied. “Okay, maybe a little.” She then admitted as she sees her own boots

“Oh, those amateurish designs look like a piled-on mishmash of everything but a kitchen sink!” The fashion designer heavily criticized as every pony laughes while Rarity pushs aside a nearby sink away. “It's a travesty is what it is. Those outfits are the ugliest things I've ever seen, oh for shame! Who is responsible for subjecting our eyes to these horrors? Not to mention wasting my valuable time.” He further went on as Rarity hides behind Opal and Ono.

“Oh! Hide me.”

“Come on out and take a bow, Rarity. You worked really hard for this. Yes! All right, woo-hoo! Go, Rarity!” Spike encouraged her to do so as she reluctantly does with her head hung in shame while Ono covers his eyes just waiting for this all to be over while the rest of their friends are powerless to stop it.

After everypony including Hoity Toity have all left, the Mane Five all took their hideous clothes off while Rarity just retreated back home in tears.

After they changed out of their clothes they met up with the rest of the Lion Guard who wanted to wonder what happened back there.

“Okay, now here’s the part where I get lost.” Fuli began as she examined the clothes they had just worn. “How exactly did these scream “Wow.” to all of you girls?”

“Well…it seemed good on paper at the time…” Applejack honestly began when Ono right in her face aggressively.

“And what was going through your heads when you did that to her?!” Ono snapped at the five much to everyone’s surprise as he had never snapped at them like that while being separated by Kion.

“Easy Ono.” Kion urged him to calm down. “I’m sure the girls already feel bad enough that their taste in design drove Rarity to tears.”

“No!” Ono refused to back off. “It’s not just about her, it’s also the fact that I helped her capture those first dress designs with my keen sight and would have meant a lot that everyone here really appreciated the hard work I put into helping her for all of you! But thanks to all of you, all of that work was for nothing!”

“But…” Fluttershy tried to speak.

“Just forget it!” Ono refused to listen to any of them. “Forget I even bothered to try to make her along with all of you happy with what could have been an opportunity of a lifetime which she’ll never get again.”

With that he angrily flew away back home, leaving the girls feel even more ashamed of themselves than ever. Even Fuli who you’d most expect to viciously chew them out, felt that was harsh of him to say even though everything he said was correct as she too was just shocked in silence as they just decide it was best to just retire for the night.

The Mane Five along with the Guard all make their way back home for the night to give Rarity and Ono time to unwind before checking up on her in the morning before making their way back over to Rarity’s home as Pinkie knocks on the door to try to talk to her to help her snap out of her own depression.

“Rarity? You okay in there? You haven't come out for days.“ Pinkie called out to her.

“I'm never coming out! I can't show my face in Ponyville ever again!” Rarity cried out as she paces around with a pink bed robe with her hair a little messy from being in bed all night continuing into the day. “I used to be somepony. I used to be respected. I made dresses. Beautiful, beautiful dresses! But now everypony is laughing at me. I'm nothing but a laughing stock!” She further cried in despair.

“You're not a laughing stock, Rarity...” Twiligth tried to assure her otherwise.

“She kind of is.” Rainbow bluntly remarked.

“That’s true.” Bunga added which earned the two shushs from the lavender mare.

“Come on out and talk to us.” Twilight pleaded with her

“Leave me alone! I vant to be alone!” She refused while further crying in despair while getting back onto her bed. “I want to wallow in... whatever it is that ponies are supposed to wallow in! Do ponies wallow in pity? Oh, listen to me, I don't even know what I'm supposed to wallow in! I'm so pathetic!”

“Now what do we do?” Twilight asked everyone seeing that the damage is too much for her to simply recover from.

“Uh... panic?” Fluttershy could only suggest.

“That's your answer for everything!” Rainbow immediately shot it down.

“Well, we can't just leave Rarity like this.” Applejack brought up.

“But how?” Beshte asked. “We can’t just force her out of bed.”

“No, but we need to help her through this somehow.” Kion answered.

“Or else she'll become a crazy cat lady!” Pinkie said.

“She only has one cat.” Twilight dully brought up.

“Give her time.” Pinkie responded it will happen eventually as Twilight looks through the keyhole to Rarity’s room as she looks inside at the mannequins before eying the pink dress on one of them along with the design posted on the wall above it.

“Hm...” She said as gets an idea of how to help her recover so they can apologize to her.

Later when Rarity is now done sobbing and is back on her hooves while looking and pondering to herself in the mirror.

“Exile...” She thought. “I guess technically I'd have to move away to live in exile. Where would I go? And what would I pack? Oh, it's going to take me forever to do all of that packing. What are you supposed to pack when you go to exile? Are you supposed to pack warm?” She further asked herself as she hears her pet cat meowing for help.

“Huh? Opal?” She asked in concern as she opened her window to look around for the sound of her voice before finding her clinging onto dear life on the nearby tree outside terrified for dear life.

“Opal, how did you get up there? Hang on, you poor dear! Mama's coming!”

Rarity quickly made her way outside to help get her cat down before skidding to stop seeing that Rainbow Dash and Bunga are both sitting on the tree waiting for her.

“Rainbow Dash?! Bunga?! How dare you strand my poor Opal in a tree?” She scolded them for doing so.

“Well, how else were we gonna get you out here to show you this?” She responded as the other girls presented her dress with added decorations and gems on it.

“What is it? It's not... you…” Rarity said in astonished shock unable to completely finish her sentences.

“We all finished your dress for you.” Pinkie told her.

“Thanks to Fluttershy's freaky knowledge of sewing along with Fuli’s crafty workmanship.” Applejack added to which the peagsus blushed in response while Fuli look aside slightly embarrassed too.

“Who would have thought trying your paws out at crafting bird’s nests would have actually turn out to be useful someday.” Fuli shrugged with a smile as she didn’t even deny it.

“Do you like it?” Fluttershy asked.

“Like it? Like it?!” Rarity responded as she examined her dress.

“Uh-uh. She doesn't like it.” Fluttershy then said in worry.

“No, I don't like it.” She answered as she turned away in disappointment.

“Awwww...” Everyone all said in disappointment.

“Dang.” Bunga added.

“I love it!” Rarity responded with immediate delight to which everyone cheered hearing this.

“You ponies did an amazing job. It's exactly the way I imagined it.” She complimented them.

“We just followed your brilliant design.” Fluttershy replied.

“Like we should have let you do for our outfits. Those first dresses you designed were perfect.” Twilight added in an apologetic tone for putting her through all of that afterwards.

“We're so super sorry.” Pinkie apologized.

“You worked really hard to make our dresses exactly the way we wanted them.“ Rainbow added as she flew down and brought Opal safely down to the ground. “We all saw how well that turned out.”

“Oh, I forgive you.” Rarity accepted their apology as Ono flies over while Opal hops onto the unicorn’s back.

“So do I.” Ono added as he flew over to face the girls. “Along with an apology for snapping at all of you.” He added in regret.

“It’s okay.” Twilight accepted it in return. “You were just frustrated is all. And having said that we owe you a big thanks for helping Rarity out with those perfect dresses she made for us too.”

“Yeah, your keen sight really helped capture her inspiration much like back with Rafiki with his paintings.” Applejack added as Ono calmly smiled in return. “And it’s mighty big of you.”

“But my whole career is still ruined!” Rarity brought up as she dramatically cried at the thought.

“Oh, right. That.” Applejack remembered.

“Maybe not.” Twilight brought up as Hoity Toity arrives with Kion and Beshte both gesturing him back to see the real deal of the fashionista.

“All right, I haven't got all day.” He reluctantly agreed to which both Kion and Beshte smiled as the former winks at the unicorn.

In just a short amount of time they got inside so they can all get dressed leaving Rarity now out of her robe and slippers and her mane back to normal watching over with him so they can properly prepare for the girl’s redemption.

“Take two.” He said while pushing Opal aside as she started playing with his hair.

By lighting her horn while Spike closes the curtains the fashion show inside the boutique begins starting with the presentation of Twilight’s blue dress that matches her lavender and soothing personality.

“Hello... oh, this can't be the same designer.” He said in stunned surprise as her sparkling dress sparks intrigue in his eyes as he briefly pulled down his shades to get a better look at it.

Next up is Applejack’s dress presentation as she shows herself in her fancy green and red duds and dress with royal apple markings on it.

“Simply magnificent!” He said further impressed at the cowgirl’s stylish outfit. “And I suddenly have a fierce craving for some Dutch apple pie, candied apples on a stick, apple turnovers, apple cobbler...”

Next up is Pinkie Pie’s dress that matches her fur to the tee matching her passion and love for candy.

“Brilliant!” He exclaimed in delight as further lighting introduces Rainbow Dash appearing on the stage for her presentation in her rainbow colored dress with bold and daring touches to fit her personality.

“Oh, spectacular!” He complimented now getting really excited as Fluttershy takes the center stage with her presentation in her flowery green dress.

“Now this is a fashion show!” He then said now really enjoying the show while clapping his hooves together. “All of these dresses are absolutely amazing. Who is responsible? Step forward, show yourself!”

As soon as he calls for the pony behind all of this, Rarity herself appears in her recently completed pink dress while presenting the Lion Guard with the guys in their tuxs while Fuli presents herself in her dress while is green like Fluttershy’s yet has the bold and daring touches like Rainbow’s.

“Brava! Brava! Magnifico! Encore!” He applauded her as she and Fuli appear in front of their friends so he can get a good look at their dresses as Ono flies over to accept credit for his efforts.

“Oh, thank you. Thank you! Oh, thank you so much!” Rarity thanked him. “Although I also had keen eyesight to help with my inspiration too.” She added while winking at Ono who smiles in delight to see that everything worked out for everyone in the end.

After the fashion show, Twilight takes her time to write her latest friendship report to the princess.

“Dear Princess Celestia,

This week, my very talented friend Rarity learned that if you try to please everypony, you often times end up pleasing nopony, especially yourself. And I learned this: when somepony offers to do you a favor, like making you a beautiful dress, you shouldn't be overly critical of something generously given to you. In other words, you shouldn't look a gift horse in the mouth.”

As soon as Spike finishes writing it down he breaths fire on it to send it on its way to the princess.

“Rarity, my congratulations to you on a most impressive fashion debut.” Hoity-Toity congratulated her as Opal nuzzled her hooves. “Would you do me the great honor of allowing me to feature your couture in my Best of the Best Boutique in Canterlot?” He offered as Rarity gasped in amazement at the offer. “Now, I'll need you to make a dozen of each dress and tuxedo for me by next Tuesday.” He then added his conditions to which sparked nervous laughter and twitchy eye from her and Ono.

“Of course no problem.” She returned unable to refuse the offer while masking her cracked façade.

“Excellent.” He returned pleased as he leaves the shop. ”I look forward to seeing your work then.”

“Twelve of each dress and tuxedo?!” Rarity then asked with sudden horror and high demand.

“That’s eight-four dresses and forty-eight tuxedos! A hundred and thirty-two new clothes!” Ono exclaimed frantically as he started to panic before Rainbow quickly brought him down to earth before he could go crazy.

“Not to worry.” Kion assured. “You also got eleven friends who can help you all out in no time at all.”

“You all mean it.” Rarity asked them as they all nod their heads to confirm it. “Oh, thank goodness.” She then said now relieved while Ono simply falls back and faints on her couch.

“And I think I might make that my new fainting couch since I have already fainted on it quite a few times.” Rarity added as she and everyone laughed together while confident that with Fluttershy’s knowledge in sewing, along with Fuli’s craftsmanship, along with extra paws and hooves and assistance they can meet with Hoity-Toity’s order as they all start working on it with another valuable lesson learned along the way.

Author's Notes:

In this episode Rarity and Ono work together much like in "Eye of Beholder" as the Keenest of Sight helps the eloquent dress designer create the dresses and tuxedos for the upcoming Grand Galloping Gala with Fuli's dress a combination of Rainbow and Fluttershy's dress.

While the Lion Guard loves their tuxedos unquestionably, of course the plot-related issues the Mane Six have which move the main plot in motion for the second half of the story as Ono made his frustration with the girls very clear after it drove Rarity into a depression before storming off since he helped capture Rarity's image in the designs with his keen eye-sight.

Anyways, with some apologies and convincing to get them to regroup everything all worked out in end as always.

Next up is "Feeling Pinkie Keen." where Ono joins Twilight in trying to understand and uncover the "The Pinkie Sense."

Episode 20: Feeling Pinkie Keen

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Episode 20:

Feeling Pinkie Keen

On a hill outside of Ponyville on another bright and sunny day, Twilight is practicing a new spell that has her transforming Spike while poised as sharp-dressed and powerful, wearing an assortment of leaves, twigs, and rocks into a fancy outfit while Ono watches.

By focusing her magic really hard she was able to transform the stick into a classy cane, the leaves into a fancy black tuxedo with a red bowtie.

“Eyes over here, Spike!” Twilight reminded him.

“Uh, sorry.” He apologized.

“For this to work, it's crucial we keep our concentration totally on the-“ She said as she tried to work her magic to turn the rock on his head into a black top hat with a silver stripe on it until she and Spike were distracted by a nearby noise that caused the lost concentration to make her spell fail, with Ono having to quickly fly over to catch the rock while straining to keep it from hitting Spike on the head before tossing it aside.

Once the rock was off of him, he then grunted and gasped in relief.

“Thanks Ono.” He thanked the egret.

“No problem.” He returned as they all turned their attention to the source of their distraction.

“Look!” Spike said as they see Pinkie sneaking around and quickly bolting for cover from tree to tree, bench to bench, rock to rock, while wearing a rainbow-colored umbrella hat on her head.

“Pinkie Pie being Pinkie Pie.” Twilight noted while being unsure of what to make of it.

“Super-extra Pinkie Pie today.” Ono added as they see her constantly worried as if something was going to fall on her. “Moreso than usual.”

“Hmm... Twitchy twitcha twitcha twitch.” She said as her poofy tail started twitching as she holds herself still in a sitting position.

“Pinkie Pie? What in the wide, wide world of Equestria are you up to?” Twilight asked her as she and the others approach her.

“Oh! It's my tail! It's my tail! It's a-twitch a-twitchin'! And you know what that means!” Pinkie answered as she moved her tail in front of the unicorn.

“Actually, Pinkie, I haven't the slightest idea.” Twilight replied.

“Neither do I.” Ono added.

“The twitchin' means my Pinkie Sense is telling me that stuff's gonna start falling! You two better duck for cover.”

“Um, highly unlikely.” Ono said as he looked up at the sky with his keen eyesight to make sure Pinkie is not exaggerating this.

“Oh, Pinkie, it's not gonna rain.” Twilight has a hard time buying it. “Why, there's barely even a cloud in the…”

“Incoming!” Ono shouted as something lands on Twilight’s face. A frog who croaks upon landing.

“He just said "nice catch" in Frog.” Pinkie told her as Ono apologetically shrugs to her as she registers this in her mind.

“Oh, I'm so, so sorry.” Fluttershy called down from above while carrying a wagon, a basket, and a saddle-bag filled with frogs. “You okay, Twilight Sparkle? I just couldn't stand to see the pond getting so over-populated, what with the frogs all hopping into each other and all, so I decided to fly as many as I can on over to Froggy Bottom Bogg.”

“Of course you did.” Twilight flatly responded as Ono flies the frog from her face back over to Fluttershy.

“Thanks Ono. Bye-bye!” She said before flying off.

“Well gotta bounce.” Pinkie cheerfully hopped away. “La-la-la-la-la...”

“C'mon, Spike, Ono, let's continue our practice session where there's a little less commotion.” She ushered the two to follow her so they can pick up where they left off.

“Okay.” Ono replied without hesitation as Spike hops on the unicorn’s back. "At least Rainbow and Fuli aren't around for this." Ono said. "They would have been driven nuts trying to understand this "Pinkie Sense."

“True.” Twilight nodded. “Even Rarity would be having another Fashion crisis if so much as a drop of mud got over one of her new dresses.”

“I know right.” Ono replied.

“Wow! That was amazing! Pinkie Pie predicted something would fall, and it did!” Spike expressed his excitement over her Pinkie Sense.

“Oh, come on. She said that something would fall, and a frog just happened to fall right around the same time. A coincidence, nothing else to it.” Twilight said in response while trying to think not much of it.

“Common knowledge, really.” Ono added. “I mean there is no way this Pinkie Sense is even remotely logical.”

As Twilight silently thinks this is something worth studying, said mare shows up again with a twitchy tail again.

“My tail! My tail! Twitch-a-twitch! Twitch-a-twitch! Somethin' else is gonna fall!” Pinkie shouted.

“Oh really, like what?” Ono skeptically asked.

“I don’t know.” Pinkie replied. “But something is.”

“Okay…” Twilight responded as she presses forward “…Well since there is nothing else gonna fall I gonna waaah!” She suddenly screamed as she suddenly found herself falling into a ditch as Spike suddenly and safely landed on the edge.

“Hapana! Twilight fell!” Ono screamed in shock.

“Twilight are you okay?” Spike asked her as she lies on her back.

“I fell. Nothing more.” Twilight returned as she remained flat on her back while looking annoyed.

“Is it... safe to go help her?” He asked Pinkie.

“You should be good, my tail stopped twitching as soon as she fell in.” She assured them as she happily hopped off. “La-la-la-la-la, la-la-la...”

“Wow!” Spike exclaimed. “Who would have thought that you of all ponies would fall.”

“Oh shush.” Twilight responded with a glare as Applejack arrives with Kion and Beshte.

“Hey guys!“ Kion greeted them as Twilight picked herself up on her hooves.

“What’s up?” Beshte greeted.

“Oh, hey Kion, Beshte.” Ono returned as they turn their attention to the unicorn in the ditch.

“Uh, Twilight? Why are you hanging out in a ditch?” Applejack asked.

“Because I ended falling in it.” Twilight answered as she climbed her way out of the ditch. “And it was just after Pinkie somehow managed to say someone would after her tail started twitching like she can predict the future.” She then demonstrated as she briefly shook her tail.

“Twitchy tail?” Applejack said in shock as she quickly ducked for cover under a nearby cart. “Pinkie Sense? Whoa! Nyu-uh!”

“Don't worry, it's safe. Prediction already came true.” Spike assured her.

“Oh, wait. Don't tell me you believe in this stuff, too?” Ono asked in exasperation.

“I know it doesn't make much sense.” Applejack acknowledged. ‘But those of us who have been in Ponyville a while have learned over time that, if Pinkie's a-twichin', you better listen.”

“But come on!” Ono protested. “There’s no way that should be even possible!”

“Trust me when I tell you you’re better off not going there.” Applejack tried to reason with him. “Many have questioned it and they have all come to realize they are better off just listening to it instead of questioning it. Point being just listen to it and you’ll all be fine.”

“My ears are flopping! My ears are flopping!” Pinkie alerted them as she suddenly appeared again while the others backed up.

“What does that mean?” Kion asked.

“It means someone is going to need a bath.” Pinkie answered as she eyed Twilight and Ono. “I'm going to go ahead and start it up.”

“Huh? A bath?” Twilight laughed it off. “This thing keeps on getting more ridiculous by the minute!”

“No kidding.” Ono added.

But no sooner did they say, a hay cart came rolling by and splashed the two with mud from a puddle behind them.

Twilight growled in frustration before making her way over to Sugarcube Corner while silently glaring at the others to keep their mouths shut as Ono flies alongside her with an equally annoyed expression.

“She’d not really a fan of the mud is she?” Beshte whispered to Kion.

“Nope. And I don’t blame her.” Kion replied while feeling pity that happened to her.

“Sorry about that.” Pinkie told them as they both soaked up in the warm soapy bath water. “But if anything this isn’t the first time that has happened to somepony.”

“Oh no.” Twilight remarked in a deadpan expression.

“How does it work?” Ono asked with the same expression as Twilight.

“Sooo, basically, it works like this: I get different, little, niggly feelings and they mean different things. Like when my back is itchy, it means it's my lucky day. And, when my knee gets pinchy, that means something scary's about to happen.” She demonstrated with said movements of her body.

“Oh please.” Ono grumbled.

“Is your knee pinchy now?” Twilight asked.

“No, but my shoulder's achy.” Pinkie answered as shoulder ached. “That means there's an alligator in the tub.”

Pinkie then popped her head into the tub and pulled out a small alligator from under the tub to which Twilight and Ono reacted in shock as they both instantly jumped out of the tub and onto the edge.

“Hapana!”

“How come your knee didn't get pinchy?!” Twilight shouted as stood tall on the edge while keeping her distance from it. “That isn't just scary, it's downright dangerous!”

“How come you didn’t even mention that from the beginning?!” Ono reacted just as panicked as Twilight as he stood on the unicorn’s back.

“Calm down sillies!” Pinkie assured them. “This is just my pet alligator, Gummy.” She showed them as the little guy chomped on Pinkie’s hoof, then mane, and tail. “He's got no teeth. See? Haha! Isn’t that quite a fitting name for him?”

Ono could only pass out and drop back into the tub in a plop as if he almost had a heart attack.

Shortly after getting cleaned up Twilight, Pinkie, and Ono all made their way towards the library so they can better understand the Pinkie Sense.

“I still have a hard time believing all of this. I mean how does these random things come and go just like that.” Twilight still expressed her confusion over it.

“What's not to believe? You do magic, what's the difference?” Pinkie asked.

“Well, for starters, magic is something you study and practice. It only happens when you decide to do it, and it's meant to make something specific that you choose to happen, happen. With your Pinkie Sense, uh, it’s just random things that have no thought process or logic behind it.”

“Maybe there’s just no logic behind it. Sometimes it's a bunch of random things happening to my body at random times that supposedly predict the future. I call 'em "combos".” Pinkie explained.

“Combos?” Twilight asked.

“Sure! You know, like, ear flop, then knee twitch, then eye flutter. That means the sky is about to be graced with a beautiful rainbow!” Pinkie further demonstrated said body movements.

“Yeah, sure.” Ono just said while still not buying it.

“Uh-oh, I feel a combo coming on. Ear flop, eye flutter, knee twitch!” Pinkie said as she felt a “Combo” Pinkie Sense tingling. “Twilight wait!”

Twilight who was making her way to the door stopped right in her tracks while the unlucky egret wound up getting smacked in the face by the door to the library opening, unintentionally by Spike.

“Whoops. Sorry Ono.” Spike returned as he continued backing up in reverse while carrying an arms load of books in his arms.

As the door closed Ono fell off as Twilight caught him.

“Ughhh... You said that combo meant "beautiful rainbow".” Ono groaned in pain as his eyes spun around.

“Oh no-no-no-no-no.” Pinkie corrected as he recovered. ”You're thinking of an ear flop, then knee twitch, then eye flutter. This was an ear flop, then eye flutter, then knee twitch. That usually means "look out for opening doors". You okay?”

“I don't believe this.” Ono grumbled as he flew back up with his wings.

“You don't believe because you don't understand.” Pinkie returned to Ono as she gets in his face as Twilight thought of an idea in her head.

“Hmm...”

The three then make their way down to Twilight’s basement where Twilight with Ono’s help attaches Pinkie to some machine she had in the room. She had Pinkie’s hooves secured by metal clasps and her head had a helmet strapped on with an assortment of blinking lights.

“Okay. Now here’s how this is going to work.” Twilight began to explain. “Since you have this sensation that warns ponies of opening doors we are going to test that to try to collect some data that will help me understand this more. Now when I give the signal Ono…” She said to the egret at the doorway. “…you will open the basement door. If this works we should get a repeat from just earlier and this machine should record all sorts of scientific information to get a better read on this Pinkie Sense."

“You got it, Twilight.” Ono returned ready when she is.

"Okay Pinkie, are you ready?" Twilight then asked the pink mare.

“Okie-dokie-lokie!” She returned as Twilight waved her hoof to give Ono the signal for him to open the door.

He did so and as it happened the machine whirred as she examined the results it produced.

"Well?" Ono asked.

"I can't make it out. None of it makes sense." Twilight returned as she gets very puzzled just by examining the data.

“Are you kidding me?!” Ono squawked out in exasperation. “Beforehand you were twitching nonstop and now you stop. Oh, great timing.”

“I don't control it, they just come and go.” Pinkie just shrugged it off.

“But that makes no sense!” Ono complained.

“Sometimes you just have to believe in things, even when you can't figure 'em out.” She returned as she had a new feeling coming. “Wait, hold on, I'm feeling something...”

“Oh my gosh, what? What is it?!” Twilight hopefully asked as her stomach growled.

“It's my tummy! That usually means I'm hungry! Let's eat!” Pinkie responded as Twilight went over to unhook from the machine.

“Let’s.” Twilight said with a defeated sigh.

“Okie-dokie-lokie.” Pinkie happily said as she bounced ahead as Twilight follows after her deep in thought while Ono flies off in a huff.

“This just doesn’t make sense.” Ono could not understand it as much as Twilight.

As they reached the front door Pinkie felt her Pinkie Sense tingling to when they were about to enter the library. “Uh-oh.”

She said as her ears flopped, eyes fluttered, with twitchy knees to which Twilight stopped in her tracks to wonder what as Ono still made his way to the door before being smacked in the face as the door to the room opened courtesy of Spike by accident.

“Oh hey Pinkie, Twilight.” He greeted.

“Hey Spike, what’s up?” She returned.

“Well…” He began as he heard groaning from behind to which he turned around as the door moved to reveal he accidentally smacked Ono in the face with the door.

“Ono? What are ya doing back there?” He asked.

“Did you two plan this?” He growled at him.

“Plan what?” Spike innocently asked.

“This is ridiculous.” Ono expressed frustration over this. “This can't be happening. This makes no sense. I have to figure this out.”

“We will, Ono. We will.” Twilight calmed him down as they make their way to have lunch together. “Right after lunch. I have another idea how we can get a better look at her Pinkie Sense.” She then said with a relaxed smile thinking she can make it work next time.

After lunch, Twilight and Ono both observed Pinkie from the bushes as she happily bounced around the park with the former wearing a safari hat and the later wearing the cargo hat Rarity thought about wearing back before dealing with dragon snoring smoke from the caves.

“Twilight?” Spike said to her as she quickly pulled him inside before he could be spotted while quickly shushing him. “What are you doing?

“We’re observing Pinkie Pie, scientific name: Pinkius Pieicus, in its natural habitat.” Twilight answered while taking notes from their observations.

“Pinkius-whoicus? Hh!” Spike responded confused by the pronunciation.

“Pinkius Pieicus.” Ono repeated. “There’s something fishy going on with the whole twitchy prediction thing, and we’re getting to the bottom of it.”

“So, shh. Come on…” Twilight whispered as Ono flew ahead to duck for the nearby tree for cover. “Pinkius Pieicus is on the move.”

They followed her to the school where she is now rolling around on the playground.

As Twilight watches from her binoculars Ono keeps his keen eyesight locked on her as she has another Pinkie Sense coming up.

“Hm... Itchy nose...” Ono whispered to Twilight and Spike as the latter took notes for them as the pink mare gasped as she quickly ducked for cover. “Aha! That makes no sense. See? She's hiding like something's about to fall from the sky, but a twitchy tail means something's gonna fall from the sky, not an itchy nose.” Ono returned to them unaware that a swarm of wasps was headed right towards them “This proves that…”

“Take cover!” Spike screamed as he and Twilight quickly ran off ahead.

“Duck! Bees!” Twilight added as they ran for their lives as Ono briefly looked at the swarm before turning back.

“What are you talking about those aren’t ducks nor bees those are…” Ono questioned as he quickly turned around and screamed as he realized what he had just saw. “...Wasps! Hapana! Aaah!”

Despite the three all running for dear life both Twilight and Ono got stung by the angry swarm with Spike having to breathe fire at them to get them to back off.

After Twilight and Ono got bandages to cover the many places the wasps stung them they along with Spike followed her to Sweet Apple Acres where she is now smelling a flower.

“What's she doing now?” Spike asked.

“Smelling a flower.” Ono answered.

“Holy guacamole! I wonder what that means?” Spike questioned as he continued taking notes.

“Probably that the flower smells good.” Twilight dully returned as she observed from her binoculars. “Wait. I'm getting something.” She said as her Pinkie Sense tingled again. “Ear flop, eye flutter, knee twitch.”

“Hold on... You told me that's the combo that says "watch out for opening doors"!” Spike said as he ran away from the nearby door.

“Okay.” Twilight wondered as Ono shrugged in response. “This door has no one behind it this time.”

“Nope. Common knowledge really.” He dully replied as Twilight looked back to Spike.

“You see? I promise you there's nothing to fear from that…” She then told her only for a cellar door to open beneath her causing her to tumble down the stairs.

“Hapana! When did that get there?!” Ono asked as he saw the staircase leading downwards.

“Twilight! You came to visit my new apple cellar, how nice. Twi?” Applejack from down below greeted. “You okay? Uh, Twi?” She asked her as it is apparent she got knocked out silly from the fall.

Shortly afterwards, Twilight was helped out of the cellar by the farm pony as Beshte carried her out to the barn so she can recover from the fall. As she came to and recovered from the fall while still shaken up by it as she, Spike, and Ono made their way back to the park where Pinkie once again is walking around.

“Okay, take this down: twitchy tail.” Ono said as he observed her from afar while looking down at the unicorn no longer sporting her safari hat as Pinkie’s tail twitched again.

“Twitchy tail?” Spike wondered before suddenly realizing what is about to happen. “Twitchy tail!”

He then ran off as Ono continues trying to keep quiet about it.

“Hush, Spike! We can't let Pinkie know we're here, remember?” Ono reminded him.

“Something's gonna fall, something's gonna fall! Run for your lives. Ah-ha-ha!” Spike briefly ran back before running off for one last warning as Twilight looks up and starts slowly backing away before running off.

“Ugh, Spike honestly, you're overreact—“ Ono tried to tell him as he suddenly has a flower pot, an anvil, a cart of hay, and a piano all fall right on his head courtesy of clumsy peagsus ponies flying a moving truck with the two who accidentally failed to secure what had just fallen on Ono being faced with a stern glare by their boss.

At that point Twilight decided that she and Ono have taken enough punishment and pulled Ono away from continuing to pursue Pinkie Pie.

Later, Applejack met up with Pinkie as she walked by the park.

“Hey, Applejack. Whatcha doin'?” She greeted the pony carrying a bucket of apples on her back along with the hippo doing the same.

“Takin' more apples to my new apple cellar.” Applejack answered. “How 'bout you, Pinkie? Whatchu doin'?”

“Oh, letting Twilight and Ono secretly follow me all day without me knowing.“ Pinkie answered.

“What?!” Twilight angrily responded hearing this as she approached her. “You mean you knew all along?! Why didn't you tell us?”

“Do you realize how much pain and suffering we could have avoided!” Ono added just as angry.

“Silly, that would've spoiled the secret!” Pinkie resisted the urge to giggle. “And from the looks of it you two have had quite some bad luck today.”

“Gee I wonder why?” Twilight sarcastically commented.

“That we both got stung by wasps, Twilight stumbling down a set of stairs leading to a random cellar, and me getting a flower pot, an anvil, a cart of hay, and even a piano fall on me in that order?” Ono added just as sarcastic.

“Poa. That doesn’t sound fun.” Beshte commented while feeling sympathy for them.

“It’s not.” Ono replied.

“Sorry you both went through all of that.” Pinkie apologized to them. “But I think you two might be better off just believing the Pinkie Sense instead of trying to find logic to it.”

“But how do you expect me to not?!” Ono exclaimed while very flustered. “My keen sight makes sense while the Pinkie Sense doesn’t.”

“Now Ono…” Beshte tried to reason with him.

“But I want it to make sense!” Ono complained as he cried out. “It has to make sense!”

“It’s okay.” Beshte gently said to him. “Not everything has to, and bad day’s happen to all of us.”

“Even me.” Applejack added. “When I was first introduced to the Pinkie Sense, I had a hard time believing it too before coming to see that I am better off learning to accept it.

“Beshte’s right.” Spike said in agreement as he turned to Twilight as she looks ready to blow her top off at Pinkie. “There are other day’s where you have good luck too. Just please remember that and let this go before you do something you’ll regret.”

Twilight reluctantly backed off with a groan as Pinkie suddenly had another Pinkie Sense come on. But this one is much different than the previous one’s as her body shook uncontrollably while briefly moving herself off of the ground before stopping.

“Oh no! What does that one mean?” Spike asked in worry.

“Dunno, never gotten any like it before, but whatever that shudder's about, it's a doozy. Something you'd never expect to happen is gonna happen!” She explained as Spike shuddered in worry while Twilight and Ono look on deadpan stoicism. “And it's gonna happen... at Froggy Bottom Bogg!”

“That's where Fluttershy's headed!“ Applejack gasped as it rings bells to her.

“And Kion to make sure she is okay.” Beshte added as he remembered that too.

“Oh no! Is it about them?” Spike asked.

“Uh, I'm not sure.” Pinkie replied.

“We better go and make sure she's okay.” Applejack voiced of what must be done as she leads the way with the others following them.

“Ono fly ahead! Find them!” Twilight ordered of him.

“You got it Twilight!” Ono saluted as he did as he was asked of.

“And hopefully we be able to final uncover this Pinkie Sense once and for all.” Twilight whispered to herself as they rush off to rescue Fluttershy and Kion before anything can to them.

At Froggy Bottom Bogg, Fluttershy is currently unloading the last of her wagon full of frogs in the swamp while Kion watches over her.

“Thanks again for coming even though you really didn’t have to.” Fluttershy thanked the lion.

“Well, considering this is part of the Everfree Forest, its better safe than sorry.” Kion replied as he suddenly felt something creep behind them.

“Um, Fluttershy.” Kion said looking very frightened as he felt something was lurking behind, something huge. “I think we should get out of here before something else happens.”

“Okay. Just need to place this one last frog in the pond before we go.” Fluttershy responded as she moved to do so.

“Hurry!” Kion somewhat urgently told her as he paced and keep his guard up in case it pops up again.

Meanwhile the others are making their way into the forest while looking around for the two as Pinkie stops in her tracks as her body shakes.

“So... Whadda'ya think happened to Fluttershy?” Spike asked Applejack.

“I hope nothin'. And I want to stay that way.” Applejack replied.

“I know, but, whadda'ya think happened?” Spike again asked.

“I'm tryin' not to think about it.” Applejack repeated to avoid thinking and assuming the worst.

“Me too. But I'm thinkin' about it anyway.” Spike replied as he tried to think of something that could have potentially happened to her. “Like, what if she exploded?”

“Just exploded? For no reason?” Ono questioned skeptically as he regrouped with them.

“Yeah, like boom!” Spike answered.

“Whoa!” Pinkie said.

“I know.” He fearfully returned.

“What if... What if she exploded, and then... and then exploded again!?” Pinkie wondered.

“Can you do that? Can you explode twice?” Spike asked if that’s possible.

“Of course not.” Ono interjected with rolled eyes. “Once dead, said pony stays dead.” He bluntly added.

“But what if she exploded, and exploded again, and then— ugh!” Spike further expressed the worst as Twilight steps in to put a stop to this.

“Will you two stop?” Twilight told them. “She's fine, I'm sure of it. Speaking of which, Ono, did you find them?”

“Affirmative.” Ono reported as they all arrived. “They are both still here in Froggy Bottom Bogg.”

“Then let’s go!” Twilight led the way with Ono’s guidance until they spotted the two with the lion looking on high alert for trouble.

“I’m sure that nothing has happened to them.” Beshte kindly said to Spike as they make their way towards their friends.

When Kion heard something nearby he quickly turned around with his claws retracted ready to defend the peagsus should said figure attack.

“Fluttershy! Kion!”

Both Applejack and Pinkie Pie both shouted for their names to which got Kion’s guard lowered upon hearing the familiar names.

“Girls.” Kion said in pleased relief as they appeared.

“Fluttershy! You're okay!” Spike said in relief as he suddenly appeared as he hugged her.

“Of course. Why wouldn’t I be.” Fluttershy returned while confused of what they meant.

“Because of something happening at here because of Pinkie’s Pinkie Sense.” Ono answered.

“Phew, what a relief.” Applejack shared feeling pleased that nothing happened to her.

“I'm so glad everything's all right.” Pinkie further said pleased for the same.

“Sorry, I know it's not nice to gloat but... Aha!” Ono then smugly said as Twilight feels just as pleased. “I told you there was nothing to worry about, and I was right.” Unbeknownst to him as he started coughing in between sentences while Twilight suddenly starts backing up along with the others. “Pinkie Pie said whatever she was shuddering about was a doozy, and the only doozy here is how right I am.”

“Um...Ono?” Applejack watch on in horror along with the other’s.

“What?” Ono asked wondering why until he saw the frightened faces of his friends. “There’s something really bad behind me isn’t there?” He asked now feeling scared himself.

“Uh-huh!” Twilight answered with a nod. “I too see it…but I don’t believe it!”

“Hapana!” Ono shrieked. “A hyrdra! A four-headed one!”

“Hevi Kabisa!” Kion screamed in terror of the giant. “That thing’s bigger than an Ursa Minor!”

“How is this possible?!” Ono could only panic.

“Who cares? Run!” Applejack shouted as everyone all ran ahead for their lives.

They all ran to try to get as far away from them as possible but not before Twilight had to run back to retrieve Pinkie when she froze in place.

The hydra nearly chomped their teeth into Twilight, Applejack, Fluttershy, and Beshte yet thankfully they all managed to run out of the spot they attempted to eat them as they biting into the swampy water with a couple of large boulders which cracked two hydra heads teeth along with a tree branch.

“Ono! Do you see a way out of here?!” Kion urgently asked as he fell ahead to look for an escape route.

“Everypony up that hill!” Ono gestured with his wings to the next right turn as they hear another cry for help.

“He-e-elp!” Spike cried as he finds himself stuck and unable to move in the swamp.

“Coming, Spike! Hang on!” Twilight immediately came to his rescue along with Beshte as she pulled him out of the mud while nearly avoiding another chomp from the hydra as Beshte charged at him.

“Twende Kiboko!” He shouted as he charged at the hydra and right into its center to force them back while sticking them to the very sticky mud to buy everyone time.

“I think we're gonna make it.” Twilight then said as they all make their way up the hill with the hydra now stuck in the mud briefly.

“But Pinkie's still shuddering!” Spike pointed out as she finds herself stopping.

“Oh, lookie there, it stopped.” She said as she shuddered again which required both Kion and Spike to drag her away and up the hill to keep themselves moving before he catches up with them. “O-h-h-h, t-h-e-r-e i-t i-s a-g-a-i-n!”

They all reached the top of the hill, yet find a ledge in front of them that requires some desperate leaps to escape the hydra if they want to live.

“Ugh, he'll be up here in no time!” Twilight quickly told everyone as the hydra is now making his way up the hill.

“Quick, everyone, one at a time, cross!” Kion ordered everyone as Spike looks hesitant to do so.

“Nyu-uh! Uh, do you know any spells for turning a hydra into a mouse?” He hopefully asked as she worked her magic in helping Beshte across.

“No.” She grunted.

“How about a squirrel?”

“No!” Twilight again repeated.

“How 'bout—“

“No small rodents of any kind!” Twilight firmly voiced no she can’t here as she finishes helping Beshte across with her magic.

“That's too bad.”

“A hop, skip, and a... jump!” Fluttershy remembered Pinkie’s song as she does and makes herself across more efficiently this time around as Twilight flings Spike onto the first ledge.

Pinkie still shuddering makes her way across in mid-air and had to be dragged back by the tail to avoid falling down a huge height into the swamp.

At this point the hydra is closing in on them.

“He's too close.” Twilight saw there is no way they can all get across and escape all together. “I'll distract him. You four go, now!”

“What?!” Kion exclaimed at that.

“Come on Twi.” Applejack also protested. “We can’t leave you alone to take on that thing.”

“She’ll be fine because I’ll help her.” Ono vowed to back her up. “Now go, both of you!”

Kion and Applejack reluctantly obey since they have no time to argue here as the latter hops while still dragging Pinkie by the tail while Kion leaps after them leaving the two to buy them time for everyone to escape.

“Oh... What would a brave pony like Rainbow Dash do?” Twilight thought to herself seeing there is no going back now before making a move on him while shouting of the top of her lungs. “Chaaarge!”

She charged forward at the hydra who was approaching them and was able to slip underneath it who followed his head towards that direction yet ended up slipping and toppling over as a result.

“Poa!” Beshte remarked in amazement of Twilight’s move.

“T-T-T-Twilight!” Pinkie shuddered as she made her way back towards the hill although the hydra quickly recovered.

Seeing this Ono decided to charge and fly circles around the hydra.

“Hey four head! Over here!” He taunted him while blowing a raspberry at him while doing so to which the hydra stopped in his tracks to try to follow him instead.

Unfortunately his trick to trip him up worked too well as one of the heads crashed down on he unicorn’s escape route to which forced Twilight to jump on the hydra and to the side to avoid falling.

At this point the gap to the other side is too big for her to jump across and Twilight herself hasn’t mastered teleportation well enough to teleport to the other side.

“T-T-T-Twilight! You have to jump!” Pinkie called out with her body still shaking.

“I'll never make it!” Twilight called back.

“You'll be fine!” Pinkie assured her.

“I will not!” Twilight protested as the hydra advances on her.

“It's your only ho-o-ope! You have to take a leap of faith!” Pinkie returned as the lavender mare emits a scared gulp seeing she has no choice here with Ono being flung back and away to the other side while knocked out upon impact from the stone wall.

“Ono!” Kion cried out as he crashed. “You okay?!”

“Affirmative.” He replied before passing out.

With no other choice as everyone watches on, Twlight takes a running start before running out a full sprint to the edge to jump just as one of hydra’s head unintentionally gives the rock she just jumped on a little boost to give her speed to try to jump to the next stone.

“No! Oh no! Noooo!“ She screamed upon seeing she is going to fall into the swamp from a great height as the others scream in horror at the swamp water along with a pop-able bubble down below.

“Twilight!” Kion cried out.

“Oh no!” Beshte also said.

But as luck would have it, the bubble she landed on was strong enough to give her the boost to tumble across the stepping stones and safely to the other side while crashing in the wall behind her.

Once she quickly recovered, she smiled in delight as Kion quickly hugged her as the others cheered for her now that she is safe.

“I knew you could do it, Twilight!” Pinkie congratulated her as they clasped hooves together.

“I don't know how it happened; coincidence, dumb luck, or what, but you said there'd be a doozy here at Froggy Bottom Bogg, and I'd say we just had ourselves one heck of a doozy.” Twilight expressed of how glad she is that everyone made it out alive. “I mean that hydra—“

Pinkie then suddenly shuddered.

“Pinkie?”

“That wasn't it.” She said.

“Huh?”

“What wasn't what?” Spike asked.

“What are you talking about, Pink?” Applejack also asked as Kion helped Ono to make sure he is okay

“The hydra wasn't the doozy.” Pinkie answered.

“It wasn’t.” Kion asked as Ono came too while the hydra retreats.

“No, I'm still getting the shudders.” She demonstrated with said shudders. “You see? There it is again. Whatever the doozy was at Froggy Bottom Bogg, my Pinkie Sense says it still hasn't happened.”

“Huh? But I— WHAT?!” Twilight stuttered then exclaimed in rage hearing that while Ono is still a little too dazed to argue. “The hydra wasn't the doozy?! How could it not be the doozy?! What could be doozier than that?!”

“Dunno, but it just wasn't it.” Pinkie replied.

Twilight grew even more angrier as she leaped up and burst into flames. Kion, Pinkie, Beshte, Ono, Applejack, Spike, and Fluttershy all watch in shock and awe as Twilight literally burned in anger.

“Poa!” Beshte said.

“Hevi Kabisa!” Kion said. “That’s a first.”

“Yep.” Applejack agreed as the flames died down leaving her mane, coat, and tail with black charred spots.

“Ooh... I give up...” Twilight then said wearily now exhausted as she dropped back to the ground.

“Give what up, Twi?” Spike asked.

“The fight. I can't fight it anymore. I don't understand how, why, or what, but Pinkie Sense somehow... makes sense. I don't see how it does, but it just does. Just because I don't understand doesn't mean it's not true.” Twilight answered in defeat.

“Y-Y-Y-You m-m-mean you b-b-b-believe?” Pinkie shuddered in her reply.

“Yes.” Twilight admitted. “I believe it.”

“Me too.” Ono added.

As soon as the two spoke those words, Pinkie’s body really shook in a manner that was very unusual as she blew up into a balloon and then deflated as she stopped shaking.

“That was it! That's the doozy!”

“What? What is?” Twilight asked.

“You believing! I never expected that to happen! That was the doozy, oh and, oh what a doozy of a doozy it was!”

“How about that?” Twilight asked as she slightly giggled as she comes to admit it was actually funny while Ono was still baffled as he fell back on the ground with his jaw dropped and eyes widen in disbelief.

“Ono?” Kion asked him as his eye twitched. “Are you okay?”

“He’ll be fine.” Pinkie told everyone as he remained frozen in angered disbelief.

Everyone made it back to Ponyville where Twilight, Pinkie, and Ono are all hanging out in the library when Spike arrived.

“Oh, good, Spike, you're here. Take a letter.” Twilight said as he got his quill pen and paper ready to write.

“With pleasure, Twilight.” He replied before freezing in surprise at what he was seeing…her and Ono wearing umbrella hat’s on their heads.

“What's wrong, Spike?” Twilight asked. “Never thought you'd see me with an umbrella hat on?”

“Not really, no.” Spike answered.

“Pinkie's tail's a-twitchin'. What else can I do?” Twilight returned.

“Common knowledge really.” Ono added as Twilight began speaking her friendship report for the princess.

“Dear Princess Celestia,

I am happy to report that I now realize there are wonderful things in this world you just can't explain, but that doesn't necessarily make them any less true. It just means you have to choose to believe in them, and sometimes it takes a friend to show you the way.

Your faithful student,

Twilight Sparkle.”

As soon as Twilight finished Pinkie tapped Twilight on the nose in a cheerful and playful “I told you so.” manner.

The three wearing hats all made their way outside where the rest of the Guard is ready to head back over for their daily patrol.

“There it goes again.” Pinkie said as her tail twitched again.

“I wonder what's gonna drop outta the sky this time?“ Twilight asked.

“You never know.” Pinkie replied as Spike prepared to send Twilight’s letter with his fire breathe.

At that moment the princess herself appeared and landed on the balcony as she personally took the letter herself before flying back to Canterlot.

“Holy guacamole!” Spike could only say in surprise seeing her sudden and unexpected brief appearance.

“So what did we miss while we were away.” Rainbow asked as they made their way to the portal.

“And why are you two wearing those umbrella hats?” Rarity questioned.

"Did something exciting happen?" Fuli asked.

“It’s part of a long story.” Twilight answered.

“Like what happened?” Bunga eagerly asked.

“The long and painful understanding of the Pinkie Sense, Bunga.” Ono added. “You won’t believe us if we told you.”

“Ooh!” Bunga expressed excitement in wanting to hear more. “Tell us more.”

“All right.” Twilight responded. “But you might want to watch your step first.”

“Why would I want to watch my step for…aaah!” He asked before finding himself falling into the same ditch Twilight fell into the other day.

“That’s why.” Ono answered as everyone laughed together.

“Don’t worry, Bunga.” Pinkie assured him as she helped him out. “Just start believing in the Pinkie Sense and you wouldn’t have any trouble at all.”

“Oh, please. I’ll be fine.” Bunga scoffed it off as if nothing will happen. “What’s the worst that could happen?”

“Oh, you don’t want to know.” Twilight quickly said to him with a sly smile.

“Believe us, that there are some things that even the Keenest of Sight can’t expect to see.” Ono added with the same smile knowing what kind of trouble Bunga is going to land himself into trouble since he has yet to learn how it works as they all head on over to the Pride Lands.

Episode 21: Sonic Rainboom

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Episode 21:

Sonic Rainboom

In an open field, Rainbow is flying around facing Fluttershy and Fuli. The cheetah has been helped Rainbow train in preparation for the speedster’s upcoming flying competition in Cloudsdale recently and during the time while Twilight and Ono were learning and accepting the ways of the Pinkie Sense.

So far, with the cheetah’s help she has been able to work her speed into fine shape and now just needs great cheers to give her power boost in confidence to power her through the competition.

“Now, what have we learned?” Rainbow asked.

“Loss of control.” Fluttershy answered.

“Good.”

“Screaming and hollering.” Fluttershy added.

“Yes, and most importantly?”

“Passion!” Both she and Fuli answered.

“Right! So now that you know the elements of a good cheer, let's hear one.”

“Yeah!” Fuli shouted with energetic confidence.

“Good! And you.” Rainbow said approvingly before turning to Fluttershy who took in a deep breath for her turn.

“Yay.” She said softly.

“... Ugh.” She responded disapprovingly while placing a hoof on her face. “You're gonna cheer for me like that? Louder.”

“Yay.” She repeated slightly better than last time.

“Louder!” She shouted a demand.

“Yay.”

“Louder!” She shouted of the top of her lungs as Fluttershy took a deep breath.

“Yaaay.” She repeated softly and quietly again.

“Ugh...” Rainbow face-hoofed herself and fell on her back seeing that loud and energetic is not her style.

“Too loud?”

“No. Just quite the opposite.” Fuli gently yet honestly answered. “We just need to work on it some more.”

And boy, it is going to take quite some practice for her to get it right in time as Rainbow flies up to prepare the move she is going to perform in the competition. The Sonic Rainboom. A move so fast and powerful that a rainbow is created by breaking sonic barriers of nigh-impossible speeds that only the very fastest of the fastest can achieve and that Rainbow Dash has only ever performed once in her life. And that was quite a while ago.

“Yay.” Fluttershy still softly said.

“Come on Rainbow Dash!” Fuli shouted as Fluttershy winced and cleared her ears a little from hearing her shouting a little too close as Rainbow started from one of the clouds from above before flying downwards at great speeds while trying to keep her speed up.

“And now, phase one of my routine.” She said to herself as she flies through in a straight line before performing a series of zig-zag moves between each tree.

“Wooo.” Fluttershy still softly said.

“You got it! Keep it up!” Fuli shouted after her as she flew up.

“Phase two.” She said to herself as she flies circles around a few clouds at top speed.

“Don’t slow down!” Fuli shouted after her to make sure she’s got it down right as she flies by them leaving Fluttershy’s eyes spinning from the strong winds that blew by.

“Way to go.” She still softly said as Rainbow flies with the fastest speeds her wings can power her through.

“Here we go. Phase three. The sonic rainboom.” She said to herself as she now pushed her limits while performing loop de loop man maneuvers while Fluttershy and Fuli watch on as the later hopes she can pull it off. “C'mon!” She said to herself as she struggled while on the verge of breaking the sonic barrier speeds until she finds herself immediately stopping because of one the clouds acting as a rubber trampoline. “Uh-oh.” She said to herself as she is suddenly flinged into the air while screaming.

“Hang on!” Fuli shouted after her as she ran as fast as her legs can carry her.

At that moment, Twilight was just putting away the last of her books with the help of her friends.

“Last one.” She said with a sigh before turning to everyone. “Thank you so much for helping me clean up all these books, guys. It was a crazy week of studying.”

“No problem.” Kion returned as Fuli suddenly burst inside and positioned herself where the Rainbow is about to crash inside.

“Incoming!” Fuli shouted as she backed up before running over towards the out of control pony to tackle her before she can crash and make a mess in the just recently cleaned up library.

“Gotcha!” Fuli said as they others look on in surprise seeing this unexpected arrival as Fluttershy appears through the window.

“Rainbow Dash, you rock! Woohoo.” She still softly cheered until she saw the cheetah still holding the Pegasus down. “Did my cheering do that?”

“Nope.” Fuli answered as she got off of the cyan colored pony as she gets up.

“Hehe. Sorry about that ladies.” She apologized before speaking in disappointment with herself and Fluttershy. “That was a truly feeble performance.”

“Actually, it wasn't all bad. I particularly liked it when you made the clouds spin.” Fluttershy pointed out.

“Ugh. I'm not talking about my performance, I'm talking about yours.” Rainbow irritably corrected. “That feeble cheering!”

“What are you two arguing about?” Twilight asked.

“Were we arguing?” Fluttershy asked. “I'm sorry.”

“Nothing really major.” Fuli assured everyone everything is fine. “She’s just trying to perfect her technique down with great cheering support. It’s just, Fluttershy just isn’t quite getting the hang of shouting cheers.”

“Ooh.” Fluttershy glumly responded with lowered ears as Fuli gives her a look to assure her it’s okay and no one has hard feelings towards her.

“It’s okay.” Fuli kindly said to her with a paw on her shoulder.

“I wish you guys could come to Cloudsdale to see me compete in the Best Young Flyer Competition.” Rainbow expressed slight worry while saying this.

“What's that?” Kion asked.

“It's where all the greatest Pegasus flyers get together and show off their different flying styles!” Pinkie answered as she knows the answer. “Some are fast!” She said as ran around the room really fast yet playfully. “And some are graceful.“ She then tried to demonstrate only to lose her footing and fall over.

“Wow! That sounds Un-Bunga-veilable!” Bunga exclaimed.

“Golly. I'd love to see you strut yer stuff in that competition.” Applejack expressed her wish.

“Yeah. I wish you guys could be there.” Rainbow wished the same as well. “Fluttershy's a great support, but her cheering isn't exactly inspirational.” She gently said as Flutershy’s head lowers in disappointment with Fuli still comforting her with a paw on her back.

“Ooh! I'd love to see you make a sonic rainboom!” Pinkie voiced her excitement as she rapidly bounced around. “It's like, the most coolest thing ever! Even though I've never actually seen it, but I mean come on! It's a sonic rainboom! How not cool could it possibly not be?!”

“What's a sonic rainboom?” Ono asked while wondering.

“You really need to get out more.” Pinkie said in a “Are you kidding me?” tone before explaining it to everyone. “The sonic rainboom is legendary! When a Pegasus like Rainbow Dash gets going sooo fast... Boom! A sonic boom and a rainbow can happen all at once!”

“And Rainbow Dash here's the only pony to ever pull it off!” Applejack added.

“Poa!” Beshte sounded very impressed hearing that.

“It was a long time ago...when I was just a filly.” Rainbow honestly admitted.

“Yeah, but you're gonna do it again, right?” Pinkie asked.

“Are... you kidding?” Rainbow quickly responded after a slight hesitation to voice her confidence in it which Kion noticed. “I'm the greatest flyer to ever come out of Cloudsdale! I could do sonic rainbooms in my sleep.”

“Wow. If you pull that off, you'll win the crown for sure!” Twilight replied while sounding impressed too.

“The grand prize is an entire day with the Wonderbolts.” Rainbow then further explained. “A whole day of flying with my lifelong heroes... It'll be a dream come true!”

“Yay.” Fluttershy softly exclaimed again to which didn’t earn her any smiles from Rainbow Dash.

“I'm gonna go rest up. Don't wanna over prepare myself, y'know. Hehe.” Rainbow told everyone before turning to Fluttershy with a serious expression. “You, on the other hand, better keep practicing. I need a cheering section to match my spectacular performance.”

Rainbow then made her leave as she flew off ahead.

“She's practiced that move a hundred times, and she's never even come close to doing it.” Fluttershy told everyone. “Even when she has Fuli coaching her she hasn’t even come close to doing it. I don't know if I can cheer loud enough to help her.” Fluttershy further expressed her worry as she left the library too.

“And that’s the hard part.” Fuli added to fill everyone else in. “It’s because I have been teaching her all of the right moves on showing her how and when to push her speeds to the best of her ability but when it comes to the sonic rainboom part she suddenly loses control and ends up falling short.”

“I just wish there was something we can do to help her.” Twilight could only say as she walked over to a bookshelf to pull a book to read before finding herself poked on the flank by Rarity.

“Go on, go on.” She urged her to do something about it.

“Go on what?” Twilight asked.

“Find a spell that will get us wingless ponies into Cloudsdale.” Rarity answered. “Didn't you see how nervous she was?”

“Nervous?” Applejack begged to differ there. “Have you spit yer bit or somethin'? She was tootin' her own horn louder than the brass section of a marching band!”

“That Pegasus just told us she can do this.” Bunga said in agreement.

“Oh, puh-lease. I have put on enough fashion shows to recognize stage fright when I see it.” Rarity told everyone.

“And she did hesitate when asked if she was going to do it again.” Beshte added. “It’s bound to happen to someone someway.”

“Exactly Beshte! We've got to find a way to be there for her.” She voiced of why this really matters as she once more urged Twilight to do so as she roughly ramped her aside. “Now go on!”

“Ow!” Twilight exclaimed and then growled at her in response to her pushy attitude. “You know…” She began with her right hoof raised up. “…I’m this close to kicking your flank if keep pushing me around like this.” She warned her as she approached her.

“Okay easy.” Kion quickly got in between the two before a fight could break out. “Although we get your point Rarity, you shouldn’t push her around like that.” He politely told her before turning to Twilight. “And I know she can be pushy sometimes, but she means well.”

Twilight then backed off now calm once more as she then looks around for something that can help them.

“Let’s see…” She said as she pulled out some spell books from the shelves. “Flight spells…”

“A flight spell? One sec.” Pinkie appeared while opening up one of the books and flipping to a specific page. “Here it is, Page twenty-seven.”

“How'd you do that?” Ono asked in bewilderment.

“It landed on my face when Twilight pulled it aside.” Pinkie answered.

“Ooh.” Ono replied as Twilight reads the bookmarked page.

“Here it is! A spell that will allow Earth ponies to fly for three days.” She pulled up as her smile faded upon further reading it. “Ooh, it looks really difficult... I'm not sure I can do it.”

“You've got to try!” Rarity encouraged her.

“Okay... But who's gonna volunteer to be the test subject?” Twilight asked as everyone else eyed each other wondering who will step up.

“How about me?” Fuli offered.

“Are you sure?” Twilight asked a little hesitant to do so. “This is a very tough spell I’d be working my magic on you.”

“Of course.” Fuli nodded. “If it means I can be there for her to coach her through her performance, then I’ll do it.”

“Okay.” Twilight reluctantly obliged to her wishes before she worked her magic on her deciding she is not going to argue with her. “But don’t say I didn’t warn you."

After placing her book aside, she works her magic on the cheetah. A blue stream of magic wrapped itself around her as she wonders what is happening now as Twilight really works her concentration into making the spell stick as she is completely enveloped by magic as Kion looks a little worried for her as a small explosion forces everyone back.

Once the dust cleared and everyone was able to get up, they all saw the success of Twilight’s spell as the cheetah appeared with large majestic butterfly wings on her back.

“I think it worked!“ Twilight said as she recovered from performing the spell as Rarity instantly gushed over them.

“Oh, those look marvelous! Can I please have a pair just like that, Twilight?”

“I’m afraid not.” Twilight informed. “This spell is really difficult to perform on just Fuli alone.”

“Aww.“ Rarity pouted as she crossed her arms.

“But not to worry.” Twlight spoke to everyone. “I have another spell that should make it easier for the rest of us when we get there.” She said as she flipped through the pages for a specific page as she leads the way outside so they can meet with Rainbow and Fluttershy.

“You mind if I go ahead?” Fuli asked before taking off.

“As long as you be careful.” Kion replied.

“Of course.” Fuli returned. “Since when am I not?”

“Like the time you jumped over a ravine and took on a mission with Rainbow Dash alone.” Ono pointed out as Fuli got in his face in glared at him. “Never mind.“ He meekly responded as Fuli flies off ahead.

“She’ll be okay, won’t she?” Beshte asked the lavender unicorn.

“As long as she keeps herself from getting close to the sun, she’ll be fine.” Twilight assured everyone. “If she didn’t learn more about her limits than she’d probably last as long as Rarity if I casted the spell on her.”

“Ha, ha. Very funny.” Rarity again pouted with crossed arms.

“Anyways, we should be probably get over.” Kion suggested as they all went outside for another means of transportation.

Meanwhile at Cloudsdale, Fluttershy and Rainbow Dash both arrive as they fly over.

“You've got to learn to be assertive, Fluttershy. Don't be afraid to speak up.” Rainbow reminded her as they approach three Pegasus ponies wearing white lab coats and hard hats. And from the looks of the unfriendly tension between the five of them it is pretty clear they have had a history together in the past.

“Well, well, well. What do we have here?” The dark brown male Pegasus Dumbbell (name fitting for his cutie mark) smugly greeted.

“It's our old friend Rainbow Crash!” The light brown male Pegasus Hoops (fitting for his basketball cutie mark) added as another with gray fur, a black mane, and a football cutie mark appears alongside him.

“Get kicked outta any flight schools lately?” The dark brown male Pegasus taunted as the mean three share a mean laugh together as Rainbow glares at them for their insults.

“I didn't get kicked out.” Rainbow said in annoyed defense not letting their insults get to her.

“Face it, Rainbow Crash. Flight school had too many rules, and not enough naptimes for you.” The dark brown pony further attempted to mock her.

“Huh, ask her about the sonic rainboom.” The light brown pony added.

“That's nothing but an old mare's tale.” The dark brown pony dismissed it. “You don't have the skills to try something like that.”

“Now wait just a minute!” Fluttershy boldly said in her defense. “Oh, I'm sorry. I'm trying to be more assertive.” She quickly and politely apologized before continuing. “Anyhow... She is going to do a sonic rainboom!”

“No she's not, 'cause there's no such thing!” The dark brown pony insisted otherwise.

“Then show up at the Cloudeseum and see for yourself! ...If you're free.” She then politely added to which the three laughed at for her attempt.

“Yeah, I'll be free.” Hoops said as he flew off with his buddies.

“Oh, don't worry. We'll be there!” Dumbbell added.

“See you then, Rainbow Crash!” Hoops further remarked before finally leaving her alone.

“Did you see that? I was so assertive!” Fluttershy asked Rainbow Dash is now feeling down by those comments.

“Those guys are right.” Rainbow said in a defeated sigh. “I'll never be able to do it.”

“But Rainbow Dash, just because you've failed the sonic rainboom a hundred thousand times in practice doesn't mean you won't be able to do it in front of an entire stadium, full of impatient, super-critical sportsfan ponies.” Fluttershy tried to say otherwise but unfortunately her poor word choice didn’t make it any better as she now started to panic at what she is really facing.

“Aaaaaah! What do I do?! Everypony's gonna see me fail! The Wonderbolts will never let a loser like me join. Princess Celestia will probably banish me to the Everfree Forest! My life is ruined!”

“I wouldn’t say that?” The cheetah’s voice spoke from behind the devastated Pegasus.

“Ful…?” Fluttershy spoke in stunned surprise.

“Full?!” Rainbow asked confused. “The sonic rainboom is way more than...!”

“Fuli?” Fluttershy fully spoke with a pointed hoof in her direction.

“Fuli! Are you... flying?!” Rainbow asked now just as jaw-dropped as Fluttershy.

“Of course! Why wouldn’t I be?” Fuli answered with a teasing smile. “Did you think you were going into this upcoming competition without your flying coach!”

“But how are you doing this?” Rainbow asked of how is this even possible.

“Twilight made them for me. We couldn't leave our favorite flyer without a big cheering section!”

As soon as she said that the rest of their friends appeared in a hot air balloon with a separate flight basket for Beshte to fit his size being levitated by Twilight herself.

“"We"? I... I can't believe it!” Rainbow expressed in delighted surprise.

“It's incredible!” Fluttershy added as Rainbow ran over to greet them as their flight landed.

“This is so cool! You guys made it!”

“Sure did!” Pinkie cheerfully returned as she and Bunga hopped off.

“Wait!” Rainbow screamed expecting her to fall through the clouds since they aren’t peagsus ponies but to her and Fluttershy’s surprise she didn’t fall. She is still standing and still smiling as the others move to do the same.

“What?” Bunga asked nonchalantly.

“How'd you do that? Only Pegasus ponies can walk on clouds.”

“Haha. Pretty cool, huh?” Bunga said as she and Pinkie did cartwheels.

“I found a spell that makes temporary wings, but it was too difficult to do more than once. So I found an easier spell that lets the rest of us walk on clouds.” Twilight answered.

“And we came to cheer you to victory!” Applejack added.

“To be honest, I was starting to get just the teeniest, tiniest bit nervous.” Rainbow slightly admitted. “But I feel a lot better now that you guys are here. Hey, we've got some time before the competition. Why don't Fluttershy and I show you around Cloudsdale?” She then offered as everyone eagerly accepted as they all walk together to see the place in full glory.

“Here it is: the greatest city in the sky!” Rainbow showed them the place which had clouds as floors and ceilings in between Roman-like columns for their buildings here as everyone marvels at the heavenly sight as Pegasus ponies fly around the place.

“Some of the greatest Pegasi in history came from Cloudsdale!” Rainbow continued as she led the way.

During their next tour sight, three construction workers caught sight of Fuli with her wings to the point they lost control of the jackhammer they were just using which fell through the sky.

“Those wings are gorgeous!” One of the workers complimented.

“Eh.” Fuli shrugged it off.

“Remember what I told you Fuli.” Twilight reminded. “They're made from gossamer and morning dew, and they're incredibly delicate.”

“No problem, Twilight.” Fuli understood with a nod. “After all these are just until I help her through the competition.”

“Since we're up here, I'd sure like to get a look at where the weather's made.” Applejack brought up and suggested their next sight-seeing.

“Yeah, what’s that like.” Beshte asked.

“Great idea!” Rainbow immediately liked the idea. “C'mon, girls. To the weather factory!”

Everyone made their way to the factory which had dark black clouds with thunder and lightning striking from above.

Before going inside everyone had to don white lab coats and white hard hats for following safety protocol.

“This is where they make the snowflakes. Each one is hoof made.” Rainbow explained to everyone in a quiet voice. “As you can see, it's a delicate operation.”

“Poa.” Beshte voiced in amazement as everyone all admired the factory worker’s creation.

“Ooh, the snowflakes look even better from up here.” Ono commented as he flew up to observe the ones hanging on the ceiling.

“Ooh, let me see.” Fuli eagerly spoke as she flew up.

Unfortunately, the flapping from her wings caused a breeze that blew the snowflakes away and around the room leaving the workers to chase after them before they fell and broke on the ground.

“Oops.” Fuli sheepishly said. “Never mind.”

“We better move on before Fui ruins winter and causes a drought.” Rainbow suggested as the cheetah quickly leaves first in embarrassment.

They then moved on to another part of the factory where the rainbows are in pools full of rainbow stirred together by different workers.

“And here's where they make the rainbows!” She told everyone as Pinkie and Bunga dipped a paw and hoof in the rainbow and licked it.

They tasted it for a moment before their faces turned in multiple colors of the rainbow.

“Spicyyyyyy!...” They screamed as they ran off to something to relieve the burning sensation in their mouths as Twilight, Applejack, Kion all laughed together.

“Yeah, rainbows aren't really known for their flavor.” Rainbow explained to everyone as the same trio of jockeys approached Fuli.

“Whoa! Oh, where'd you get those amazing wings? I want a pair!” Dumbbell asked in admiration.

“Sorry boys, these wings are not for sale.” Fuli chuckled and blew off their attempts to come onto her.

“Oh, hey look, it's Rainbow Crash again!” Dumbbell remarked upon seeing the other’s

“Heheheyeah! Rainbow... Umm... Eyah... Crash!” Hoops teasingly added.

“Fuli! What're you doing talking to these guys?” Rainbow questioned her.

“Sorry Rainbow, but it is actually the other way around as they started following and admiring my wings, ever since I started admiring the scenery.” Fuli apologized.

“Yeah, you should forget the sonic rainboom and just get yourself some wings like these!” Dumbbell took another mean jab at her as Fuli got in between the two.

“Is that so?!” Fuli boldly questioned the trio as she got face to face with them. “Care to try to saying that again?!” She challenged them.

“Excuse us?” Dumbbell felt taken aback as he returned it in kind.

“You heard me?” Fuli repeated aggressively ready to pounce on them which frightened them. “Go on! Say that again!”

“Uhhh….” Hoops stuttered before flying away. “Run for it!”

The three all flew away screaming together like the cowards they truly are deep down as Fuli just groans in disgust at their cowardice.

“Cowards.” She muttered as Rainbow still felt put down by their insults as she lowered her head in shame.

“Uhh... C'mon, girls. Why don't we go see how clouds are made?” Fluttershy suggested as they all pressed forward. “Don't listen to them. You're gonna win that competition for sure!” She encouraged Rainbow Dash.

“Are you kidding? I can't do the sonic rainboom, and just look at these boring, plain old feathered wings. I'm doomed!” Rainbow said still very worried as the other’s express silent concern.

“Of course you can.” Fuli insisted otherwise as she turned to face her. “Those jerks have no idea of what they talking about and are just bullies who have nothing else better to do other than putting other’s down just because they can’t do what you did.”

“I can only hope so.” Rainbow still felt discouraged as they continue with the tour.

When they got to the cloud factory, a bunch of workers all started gawking at Fuli’s wings and some even started taking pictures of her.

“Ugh! No flash photography!” She irritably shooed them away as one of them whistled at her direction to which she rolled her eyes in annoyance. “Suddenly, I’m beginning to regret asking for these wings.” She said to herself.

“Just as long as we help Rainbow Dash relax everything will be fine.” Twilight assured her.

“Yeah, just focus on coaching her through this.” Kion added.

“Of course.” Fuli said as she turned to the trembling Pegasus. “Rainbow Dash?”

“Are you okay? You don't look so good.” Twilight asked the panicking pony.

“Of course! Why wouldn't I be okay? Everyone's so in love with Fuli's wings that they won't even notice when I totally blow it in the Best Young Flyer's Competition.”

“Rainbow Dash.” Kion spoke. “Fuli’s not a showoff. She just has them to him you fly threw practice before you compete.

“Hey! There's an idea! YOU should enter the competition!” One of the nearby Pegasus ponies suggested.

“Yeah! I could watch you fly all day long!” Another Pegasus pony agreed to the idea.

“Sorry. My mind’s made up.” Fuli firmly answered against the idea as the others backed off and groaned in disappointment.

“Aww man!” One of the workers complained as they left.

“What am I gonna DO?! I'll never win the competition now...” Rainbow still panicked.

As the others come by to try to help her through her fright, Fuli tries to figure out a way to get through and that she will do well at this upcoming competition no matters what others say or think.

“Hmm…” Fuli thought to herself of an idea. “Excuse me…” She called out to one of the Pegasus ponies she previously dismissed. “Where do I sign up for the competition.”

As Fuli flies off, seeing that Rainbow’s nerves are still on edge, maybe she should try something else as she sports a small sneaky smile to herself.

The Young Flyers Competition has now arrived, many peagsus ponies have gathered at the stadium while the competitors are all behind a curtain with a fitting room.

Rainbow Dash is still looking and pacing nervously as Fuli catches up with her before peaking her head out the curtain as she sees their friends awaiting her performance as they sit on the clouds.

While Beshte has his own cloud due to his size, Bunga and Ono sat on top of him with the former munching on popcorn along with a hot dog with soda to sip on. Pinkie sitting with the others girls had a #1 foam finger in one of her hooves ready to cheer Rainbow on.

The bullies constantly teasing Rainbow Dash are on the cloud below.

“Don’t worry about them.” Fuli reminded her. “Just focus on being the fastest you can be.

“Ooh!” Rainbow groaned as she wiped the sweat of her forehead still very nervous.

“Fillies and gentlecolts!” The announcer spoke. “Please rise and join me in welcoming our beloved Princess Celestia and King Simba!”

Everyone cheered for the two royals as they appeared from the sky and leaped down onto the special cloud reserved for the two of the as they wave to all of the ponies watching the event.

“Please welcome our celebrity judges for the Best Young Flyer Competition: the Wonderbolts!” The announcer continued as six Wonder-bolts perform an aerial display of flight which created a small display of fireworks that dazzled across the sky to which Rainbow smiled at the sight of her idols as they take their seating in their reserved clouds.

“And now, let's find out who will take the prize as this year's best young flyer!“ The announcer concluded as a Pegasus pony wearing a pink shirt, headphones with a microphone, and purple tinted glasses, ready to send the competitors off two by two arrives to start off the competition.

“Okay, contestant number one, you're up.”

Rainbow looked at her flank and suddenly panicked seeing that she has number two

“Okay, number two, let's go.” She called out to Rainbow as she hesitated.

“C'mon, c'mon, we ain't got all day!” She urged her to go to keep to the schedule.

Thinking quick, Rainbow swapped numbers with a brown Pegasus pony with an hourglass cutie mark so that Rainbow now sports number five instead.

“She's talking to you!” She urged the stallion Pegasus.

“Oh. Umm...” He suddenly reacted as he suddenly noticed his number unaware of Rainbow’s little trick. “Oh, I guess that's me!”

As he trots off ahead to take the skies, Fuli shakes her head disapprovingly as Rainbow continuously swaps numbers with other Pegasus ponies until she sports number fifteen.

“Uhh... What am I gonna do?” Rainbow still panicked in a cuddled up position as she cowers now that her turn is nearing leading to the cheetah to give her much needed encouragement.

“It will be okay, Rainbow Dash. I know this has been tough for you and it’s been a while since you last did the Sonic Rainboom. But it’s okay.” She assured her. “You know why, because your coach is going out there with you so you can do your best helping you every step of the way. Don’t listen to those jerk ponies, don’t listen to anyone else, just go out there and show them what the Pony Guard’s fastest can do.”

Rainbow hearing that smiled as she now felt relaxed now ready to save the best for last.

Outside the others are admiring the competition as they watch the many ponies that have performed.

“I loved number seven. Doing fifteen barrel rolls in a row can't be easy.” Twilight commented.

“My favorite is number ten. She just looked like such a nice pony.” Fluttershy added her opinion.

“Hmm... Wonder how come we haven't seen Rainbow Dash or Fuli yet.” Applejack wondered. “The competition's almost over.”

“Maybe she is just saving her performance for last to show everyone of how it’s really done.” Bunga suggested as he pumped his fists in the air.

“Or maybe she is still struggling with her stage fright.” Kion added another possible and more likely idea.

“Do you think she’ll back out.” Beshte questioned.

“Of course not.” Kion returned placing his faith in her. “She might be nervous but she is not a quitter. Plus she has got her coach competing with her too.”

“I hope Fuli knows what she is doing.” Ono wondered. “Because it would be a nasty fall if those wings on Fuli don’t hold up through the competition.”

“Of course she does.” Bunga dismissed his concerns. “What would she have to gain out of that?”

“True.” Ono nodded as Twilight wonders along with Kion that she really is careful this time around.

“Number fourteen and fifteen, let's go!” The Pegasus pony called out to both Rainbow and Fuli.

“You ready?” Fuli asked with a confident smile.

“Let’s.” Rainbow returned just as confident.

“And now, for our final competitors of the day, contestant number fourteen! And contestant number fifteen.”

Everyone cheered for them, especially their friends as the two prepared to execute their performance together as daredevil like music plays in the background.

“Phase One.” Fuli said as she flew ahead and performed the same practice maneuvers Rainbow did earlier.

As Rainbow follows suit their friends cheered for her she accidentally bumps into one of the barriers and lands face first into one of the structure’s barriers.

“Nice work, Rainbow Crash!” Hoops remarked as he and his buddies laughed at him to which Fuli shut them up with another glare and growl before turning back to Rainbow Dash as their friends watch on in concern.

“Time for phase two.” Fuli instructed her as they flew up in opposite directions and flew around clouds to make them spin really fast.

“Look! Phase two is working.” Beshte pointed out as they all cheered for them.

As Fuli again performs the execution flawlessly, Rainbow ended up getting smacked in the face by a small part of cloud that fell off which ended up causing her to lose control of the cloud she is flying around and hurled straight towards Princess Celestia and King Simba.

Thankfully, Simba was able to leap up and slash the cloud apart with his claws before it could hit her while Rainbow just looks on in embarrassment for that near accident.

“It’s okay.” Fuli assured her no harm done. “Just keep pressing forward. Phase Three. The sonic rainboom.”

Rainbow nervously gulped seeing this is her last chance.

“Wings, don't fail me now!” She pleaded herself as she executes the final part of her performance.

The two then fly up towards the sun at top speed, as Fuli looks up and gets her big idea of how to really turn things around as she flies straight ahead and towards the sun as she sees Rainbow behind her.

The crowd awed as her wings shined a bright and colorful ray of light throughout the skies… at least… until her wings evaporated into thin air due to being exposed in the sun for too long leaving the cheetah plummeting to the ground and fast.

“Oh no! Her wings evaporated into thin air!” Twilight exclaimed in shock.

“Hevi Kabisa!” Kion shouted in alarm. “Ono, save her!”

“Hapana!” Ono screamed as Fuli plummeted to the ground yet is not panicking. “Huh? What is she doing?”

Ono along with the Wonderbolts quickly flew down to try to save her but she is falling down too fast for them to stop it before she lands closer to the ground.

Rainbow seeing this sees what’s really important quickly turns herself around forgets about flying towards the sky and flies down to save her friends.

“Hold on, Fuli! I'm coming!” Rainbow shouted after her as she focused all of her wing power on catching up with them as Fuli tries to keep calm about it.

“Oh, I can't look!” Fluttershy exclaimed unable to watch anymore.

Rainbow focused all of her power and energy going faster and faster as she pushes sonic barriers in the pursuit of saving her to which the others gawked at seeing that she might be able to finally pull it off.

With water coming out of her eyes she kept pushing and was able to power a rainbow trail after her as she has actually managed to achieve the one thing no pony has ever seen before.

“A sonic rainboom! She did it! She did it! Wooo!” Fluttershy shouted in delight as their friends minus Bunga dropped their jaws in astonishment that this is actually happening.

“Now that’s what I’m talking about!” Bunga added as he cheered for her.

With the power of the Sonic Rainboom, Rainbow was able to fly fast enough to save her friends and perform it for the first time in years and the second time in Equestrian history.

Once she landed back on the clouds with Fuli landing beside her everyone cheered for the heroic Pegasus as the crowd went wild with confetti and streamers being tossed around the stadium.

“A sonic rainboom! Wooo! Yeah!” Fluttershy excitably cheered off of the top of her lungs.

“I did it. I did it!“ Rainbow expressed amazement that she actually pulled it off.

“You sure did.” Fuli returned. “And thank you for saving me!”

“Oh yeah. I did that too. Ha, best day ever!” Rainbow acknowledged as she celebrates her accomplishment.

Once the celebrating had calmed down enough to an extent the entire Guard regrouped with them.

“Fuli?! Are you okay?!” Kion urgently asked.

“I’m fine thanks to Rainbow Dash!” Fuli calmly replied.

“I’m just glad that you are safe.” Rainbow returned. “Everything turned out all right, right? I just wish I could have met the Wonderbolts when they were awake.” She started to get a little bummed out until said ponies appeared behind her with one of them tapping her on the shoulder. “Ohmygoshohmygoshohmygoshohmygoshohmygosh!”

“So you're the little pony who saved our lives.” The wonderbolt with yellow fur and an orange mane and tail greeted her. “We really wanted to meet you, and say thanks.”

“Ohmygoshohmygoshohmygoshohmygoshohmygosh!” Rainbow further gushed her amazement as if she was almost dreaming it as Simba and Celestia appeared and approached them.

“Princess.” Twilight said as she and the others bowed before them.

“Dad.” Kion added.

“Hello, Kion.” Simba returned.

“Hello, Twilight Sparkle, and hello to your friends too.” Princess Celestia greeted everyone.

“Sorry I accidentally caused a scene back there.” Fuli apologized. “Rainbow Dash here really is the best flyer in Equestria.”

Hearing that compliment had Rainbow looking aside feeling touched before smiling back to thank her.

“Well, I did have a great coach.” Rainbow returned very grateful for her help.

“I know she is, my dear.” Celestia responded. “That's why, for her incredible act of bravery and her spectacular sonic rainboom, we’re presenting the grand prize for Best Young Flyer to this year's winner, Miss Rainbow Dash!” She announced as she placed a golden prized tiara with wings and a Wonderbolt badge on it with her friends carried her around for a victory lap.

“Ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh!” Rainbow further expressed her excitement of her lifelong dream coming true as Twilight, Kion, and Fuli remain with Simba and Celestia.

“So Twilight Sparkle, did you learn anything about friendship from this experience?” She asked of her faithful student.

“I did Princess, but I think Fuli learned even more than me.” Twilight answered while glancing at Fuli wanting to press the subject some more.

“What do you mean?” She asked trying to act confused hoping they don't say what she thinks they are saying.

“I saw what you did you there.” Twilight pointed out her earlier stunt not fooled by her “accident.” “That you purposely flew up there, got your wings evaporated, to get Rainbow Dash to push herself into doing the Sonic Rainboom in order to save you.”

“Oh right.” Fuli could only say seeing that she knows the truth. “Of course, I learned how important it is to keep you paws on the ground, be there for your friends, help them all the way through to the end, and of course not pulling life-threatening gambits.”

“Excellent. Well done, Fuli.” Celestia complimented.

“And if you don’t mind. Can we keep this to ourselves?” She kindly asked while still embarrassed of the truth coming out.

“Of course.” Celestia replied as Kion gives her at first stern look turning into an approving smile to let her know that was unquestionably reckless but a very good technique to get her to gain the courage she needed to perform well.

“This really is the best day ever!” Rainbow further gushed as their friends returned to regroup with them.

“Uhh, hey, Rainbow Crash.“ Dumbbell greeted.

“Dash!” Hoops quickly corrected and scolded him

“Oh! Uhh... Sorry. Rainbow Dash.” He quickly apologized. “Uhh, we just wanted to congratulate you on winning the competition.”

“That sonic rainboom was awesome!” Hoops added.

“Heh, thanks, guys.” Rainbow humbly thanked.

“Uhh, we're really sorry we gave you such a hard time before.” Dumbbell further apologized.

“Aww, that's okay. Don't worry about it.” Rainbow holds nothing against them.

“Hey. Do you want to hang out with us?” He asked her. “Maybe you could show us how you did that incredible trick!“

“Sorry, boys...” Rainbow responded as she flew up to join a couple of Wonderbolts carrying her by the shoulders up to the skies. “But I've got plans!”

As Rainbow Dash flies up with the Wonderbolts accompanying her, she looks back and looks down at Fuli who gives her a smile and a wink of an eye to send her the message “Well done.” through her eyes alone as even enough her stunt cost herself the competition she does find victory in coaching Rainbow to victory while giving her the means to push herself into finally achieving what she set out to do. The rare and phenomenal Sonic Rainboom.

Author's Notes:

During the time while Rainbow and Fuli were away the previous episode, Fuli has been coaching Rainbow for her upcoming flight competition which goes fine up until the very end where she loses control of herself.

Going into this episode and to what I had written here with Fuli having the temporary wings in this version along with the Batman Gambit she pulled in the climax she was determined to give Rainbow the motivation she needs to perfect her technique and confidence after being constantly put down and acting like a nervous wreck for most of the episode while getting the bullies constantly antagonizing her to back off with intimidation.

Their shared common bond over their super speed is what makes them have a great bond together.

Next up is "Follow That Hippo." where it is Beshte's turn for the Day of the Limelight in this upcoming episode along with Applejack as the Guard's strongest members meet a big fan of theirs.

Episode 22: Follow That Hippo

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Episode 22:

Follow That Hippo

In another peaceful day in the Pride Lands, the Pride Landers giraffes and zebras are both enjoying grass from their grazing grounds when some mysterious figures are seen lurking in the tall grass without their knowledge. At least until a young small elephant alerted every as he ran out of the grass.

“Hyena attack!”

“Hyena attack?”

“Hyena attack!”

The zebra, giraffe, and elephant then said in panic together before the elephant blows her trumpet as the zebras waste no time panicking again.

“Panic and run! Panic and run!” He exclaimed as he did just did yet winds up crashing head to head with another zebra.

As everyone cowers to the nearby rock platform for cover, the Lion Guard and the Mane Six all show up on the scene.

“Everybody calm down! Who saw the hyenas? Where are they?” Kion asked them.

“In, in the grass!” The baboon answered as he pointed to the grass still shaking.

“Hyenas! We know you're in there!” He shouted after what’s hiding in the grass with no response coming out. “Lion Guard, Girls spread out!” He said to them as they all did so. “You're surrounded, hyenas!”

“So give up before we make you give up!” Rainbow yelled out in their direction with her hooves ready to pound on them first if they don’t comply before charging in and grabbing the stalkers in the grass.

But to everyone’s surprise, it was just a false alarm, as what really appeared was a couple of young Pride Landers. One of them was an ostrich Kambuni and the other was a baboon named Gumba.

“Don't hurt us!” The ostrich innocently pleaded while shaking for dear life from the hot-blooded peagsus.

“We're not really hyenas!” The baboon added.

“Uh, yeah. We can see that.” Fuli noted with an amused smile as Applejack speaks to Rainbow.

“It’s all right, Rainbow Dash. Let them go.” Applejack called out to her as she immediately does so while Kion sighs in annoyance at the false alarm.

“Why were you trying to scare everybody?” Kion asked them.

“We weren't! We were just playing Lion Guard and Pony Guard!” The ostrich answered.

“Playing Lion Guard?” Beshte replied with a small chuckle.

“And it was our turn to be the bad guys!” The ostrich continued.

“It was all Mtoto's idea!” The baboon added as they point to the young elephant who was with a young zebra and a mongoose Kwato and Shauku.

“Are you Mtoto?” Twilight asked him who nodded in response.

“Ono, Rainbow, want to give the all clear?” Kion said to them.

“Affirmative.False alarm everyone!” Ono said with a sigh as he and Rainbow do so.

“No hyenas here!” Rainbow added as the adults walk off not pleased by their antics.

“So you guys were pretending to be the Lion Guard?” Kion asked them.

“And the Pony Guard ?” Twilight added.

“Oh, yeah! We each take turns being different members!” The ostrich replied.

“Except Mtoto, he's always Beshte and Applejack!” The baboon pointed out to the slightly blushing elephant.

“Really? Me? Poa!” Beshte felt pleased by his biggest fan.

“Well, isn’t that dandy.” Applejack also felt pleased as well.

“Who gets to pretend to be me?” Bunga asked them.

“And me?” Pinkie added.

“You know, whoever is last.” The baboon answered.

“Say what?” Bunga and Pinkie asked with surprised expressions as both Rainbow and Applejack laughed at them.

“Burn!” Rainbow laughed as she rolled onto her back.

“Well, little Lion Guard, this isn't the best time to pretend to be hyenas.” Kion gently told them while flattered they have a fan base, they should be toying with a serious situation around like that.

“Especially if the real ones are still lurking around.” Fluttershy added while shuddering at the very thought.

“I saw Janja and his hyenas sneaking into the Pride Lands yesterday.” Ono added.

“And they're still around here... Somewhere.” Fuli also added as she looked around to their surroundings.

“So you can see why everyone got so upset.” Twilight gently told them.

“We never meant to scare anybody!” The ostrich honestly returned.

“We won't do it again! Promise!” The baboon swore they meant no harm too.

“Of course you won’t.” Twilight acknowledged. “Because you all mean well and didn’t know what you were doing was wrong.

“You all just need to be more careful going forward.” Rarity also advised them.

At the same time, Mtoto walks up to Beshte.

“Hi, little guy.” He greeted as he just silently stood there for a few seconds. “Uh... Did you want to ask me something?” Beshte wondered what’s on his mind.

“Uh... How's it feel to be so strong?” He asked with multiple questions. “What's it like to fight bad guys? Can you really knock down a tree with your head? How's it feel to be a real live hero?”

“Oh, well, I'm not really.” Beshte somewhat awkwardly answered. “It's the whole team. Not just me.”

“Hey! Maybe the real Lion Guard and Pony Guard could play Lion and Pony Guard with us!” Mtoto eagerly asked to which the others immediately liked the idea.

“Sounds like fun. But with hyenas on the loose, we need to stay sharp.” Kion gently declined.

“And we got some training we need to take care of.” Twilight added.

“Yep. Let’s go!” Kion ushered the team to follow him.

“Sounds good!” Fuli returned.

“Zuka Zama!” Bunga replied as they all took off as the young ones turn to leave as well.

“Well, we'd better get going.” Beshte said before turning to leave.

“Aw. Can't you stay just a little longer, Beshte? Please? You too, Applejack?” Mtoto pleaded with them.

“Hmm.” Beshte tried to think of a compromise for this. “Say, Mtoto, how'd you like to come watch us train?” He offered.

“Poa! That'd be awesome!” Mtoto immediately accepted it.

“That okay with you?” Beshte asked Applejack.

“Well…” She thought for a moment as she isn’t sure about the idea yet didn’t want to break a little kid’s heart. “Okay, as long as it doesn’t interfere with what needs to be done.”

“Okay! C'mon, Mtoto, let's go!” Beshte told him as the three walk side by side on their way to meet up with the others.

“I can't believe it. I'm gonna train with the real live Lion Guard!” Mtoto could not hold in his excitement.

“Well you better believe it sugarcube, cause it’s happening.” Applejack returned.

“So you really do like the Lion Guard, huh?“ Beshte asked.

“Who doesn't? You guys are the greatest!” Mtoto answered.

“Well, Kion and Twilight are great leaders. Fuli and Rainbow Dash are super-fast! Bunga and Pinkie aren’t afraid of anything. And Fluttershy and Ono….” Applejack explained to him of how their team really works as the young one suddenly interrupts.

“But you two are the biggest reason I like the Lion Guard and the Pony Guard!

“Well, I guess I am the biggest.” Beshte thought nothing of it.

“And we are the strongest.” Applejack returned in the same manner as Mtoto walks in front of them.

“Not like that, Beshte, Applejack. I think you two the best!” He said to them to which left the two taken aback by that.

“Uh, well... Thanks.” Beshte responded.

“We don't know what to say.” Applejack also responded as they spotted their team ahead. “Hey, look! There's Kion, Twilight, and the others! Come on!”

At the same time the others were currently meeting up at a nearby hill as the others are ready to follow Kion’s instructions as Twilight stands beside him.

“We need to be ready to chase down Janja wherever we find him.” Kion told the others as Fuli stands up while Rainbow has her wings flapping ready to go.

“We’re always ready.” Fuli returned as she and Rainbow share a hoof-fist bump together as Beshte, Applejack, and Mtoto arrived.

“Hey, guys and girls. Sorry we’re late. But we invited Mtoto to come along.” Beshte said to everyone as some of the Guard members have questionable looks on their faces about the idea.

“Okay.” Kion somewhat reluctantly agreed to let him watch. “Well, we were just about to run an obstacle course.”

“Poa! Can I run it, too? Whoa!” Mtoto eagerly asked while accidentally bumping into the rock platform Ono was standing on, causing him to fall over.

“Sure, I guess.” Kion again answered in the same tone.

“I don’t see why not.” Twilight similarly shrugged seeing no harm in it.

“Stick with him, Beshte.” Kion then said to him before turning to the egret. “Ono, keep an eye out for hyenas while we're running this one.”

“Affirmative!” Ono obeyed without hesitation. “The sky's probably the safest place to be.”

“Everybody follow me!” Kion led the way with Twilight following after him as they both leap up a couple of rocks leading up to a large boulder ahead. “Boulder jump! Go!”

The others followed suit as they all ran up and through the hurdle no problem while Mtoto tried and failed to leap up the boulders due to his inability to jump really high.

“I usually just run around 'em!” Beshte advised him as he helps him up.

“Oh! Uh, okay!” Mtoto listened as they did so while Kion and Twilight lead the team to the next portion of the obstacle course.

“You're gonna love this, Fuli.” Kion told her with a teasing smile.

“So will you Rarity.” Twilight added as they both look down at the water puddle to which they both groaned upon seeing it as she and Kion both run through the puddle.

The two having different approaches both decide to leap over the little stream of water as the cheetah does it with quick speed while the unicorn does it with more finesse and grace in a lady-like manner to which the two leaders chuckled at the sight of.

“You two will do anything to stay dry, won't you?” Kion asked with an amused smile.

“You know it.” Fuli answered.

“Of course, darling.” Rarity also answered as she patted her beautiful curls. “There’s no way I am soaking up my beautiful mane by running in this dirty water. Mud, dirt and, bugs, Eww.”

“Zuka Zama!” Bunga shouted.

“Woohoo!” Pinkie also shouted as they both leaped into the stream while landing face first into the ground.

“Huh. Not as deep as I thought.” Bunga said in surprise seeing of how shallow the water really is.

“Me neither.” Pinkie added before resting her back on the ground. “Oh well.”

Mtoto was effortlessly able to make it across but ended up tripping just before he could walk on dry land. He ended taking a deep breath indicating that he was about to sneeze to which both Kion and Twilight were both able to duck out of the water before he could sneeze a huge trunk-full of water at them.

Rarity and Fuli however, weren’t so lucky.

“Oh, no! I'm, I'm sorry!” He apologized after seeing his accidental mistake while Pinkie, Rainbow, Applejack all snickered at the sight of their drenched friends.

“Yeah, well... It's just water.” Fuli calmly restrained her irritation towards the young elephant while accepting his apology as Rarity on the other hoof is having a harder time with it as she ran off in tears so she can go off and dry and clean herself up again.

“My mane! My mane! My beautiful mane!” She cried out as she ran ahead.

“Told you the sky was the safest place to be.” Ono teasingly remarked to the annoyed cheetah as Rainbow and Applejack bursted out laughing.

“I’m so sorry.” Mtoto repeated after seeing the unicorn ran off.

“That’s okay.” Twilight gently returned. “That is usually a normal for Rarity.”

“Yeah, why don't we try something totally different.” Kion suggested just to make it slightly easier for him.

“Oh, okay! I'll do a lot better this time! You'll see!” Mtoto vowed.

“Sure you will, Mtoto.” Beshte returned.

“We have no doubt about that.” Applejack said in agreement as Kion thinks of something new.

“Hmm, let's run a stealth surround drill.” He proposed.

“That’s a good one.” Twilight liked the idea.

“Yeah, yeah! Where we practice sneaking up on bad guys and surround them.” Bunga also immediately liked the idea and explained how it works.

“Haven't done that in a while.” Beshte said.

“Me neither.” Applejack added.

“Sounds good to me.” Fuli agreed without hesitation.

“Very well.” Rarity agreed after reappearing with her mane and fur all dried up again.

“I always ace this one.” Bunga smugly told the young elephant as Kion walks off ahead.

“Okay, I'll go to the other side of that big rock pile. The rest of you try to sneak up, without me seeing or hearing you.” He instructed them as he turned to Ono and Rainbow. “Ono? Rainbow? Keep watch for hyenas while we're running this one?

“Affirmative!”

“You got it Kion!” They both said together as they both flew up to do so.

“You know the drill. Wait till I'm out of sight. Then try to surround me.” Kion told them before running off ahead.

“You got it, Kion.” Beshte returned leaving the others to figure out their approach.

“Okay. We'll approach from this side.” Twilight spoke for herself and Fuli while turning to Pinkie and Bunga. “You two go in from that side.”

“Yes sir, ma’n, sir.” Pinkie saluted as she turned to Applejack, Rarity and Fluttershy.

“Kion'll never see me coming!” Bunga added.

“You three each take separate paths in the middle.” Twilight told the others.

“Got it.”

“Of course.”

“You got it.” The three all answered as they all leave to carry out their approach.

“Sneaking up on someone isn't so easy for us hippos. Unless we're in the water.” Beshte explained to them in case he is wondering why is he isn’t following after them.

“Aw, you'll be great at it! You can do anything!” The young elephant insisted otherwise.

“I don't know about that, but we'll give it our very best try!” Beshte honestly answered but was willing to do his best.

As Kion sits in the open field, Fuli and Twilight lurk from the grass on the left to which the two ducked out of sight when Kion sensed something before nearly catching Bunga and Pinkie with their heads briefly popped up. The two then stealthily sneak around the nearby boulders to avoid being detected.

Kion then turns in the direction of where he thought Pinkie might be hiding but before he could approach that rock he felt a couple of taps on his shoulders.

“Hey, Kion.” Twilight greeted leaving the young lion surprised.

”How's it going?“ Fuli asked.

“Got me. You're both good, Twilight, Fuli.” Kion complimented them.

“We know.” Fuli returned as she and Twilight smirked together.

Elsewhere, both Beshte and Mtoto both made their way through the nearby bushes together.

“Walk softly…Easy does it…” He whispered.

When Beshte accidentally stepped on a twig, he quickly ducked for cover at a nearby tree which is very noticeable to spot him out because of his size while Mtoto picks up a small tree branch to hide behind.

“I don't think Kion heard. Let's keep moving.” Beshte pressed forward still stealthily quiet.

As the young elephant follows he suddenly notices a nearby rock path for his size.

“Hey, Beshte, what about going this way?” He whispered to him which wasn’t heard because he had already walked off ahead. Regardless, Mtoto went astray anyways.

“Zuka Zama!” Bunga shouted as he tackled Kion while Pinkie popped up with confetti and balloons appearing from the sky.

“Gotcha!” Pinkie shouted as she blew on a party horn in the lion’s face just as the other three ponies made their way towards Kion.

“Bunga, Pinkie, what happened to sneaking up on me?” Kion asked after a good laugh over their antics.

“Eh, We got tired of that!” Bunga responded. “Running right at ya's more my style.”

“And so is surprise parties.” Pinkie added as she held up a cake in her hoof and then chomped it down in one bite.

“How did she…?” Bunga asked.

“Just don’t ask.” Rarity answered as they made their presence known.

“It’s just Pinkie being Pinkie.” Applejack added as they regrouped with them. “Which actually worked to our advantage, admittedly.”

Pinkie grinned hearing that as Kion focuses his attention on the remaining trainees.

“So, that just leaves Beshte.” Kion said.

“And Mtoto.” Fuli added.

As Beshte continues his stealth attempt he so far is doing great yet unaware that his little tag-along took a different route.

“You're really good at this, Mtoto. I can't even hear you.“ He complimented as he suddenly noticed that he isn’t with him. “Mtoto? Guys, guys!” He then ran up to them while knocking aside a nearby tree in the process.

“Looks like I’m not the only who didn’t take the quiet approach.” Pinkie chuckled as Twilight popped the question.

“Beshte? What's wrong?” Twilight asked.

“It's Mtoto! I can't find him anywhere!” Beshte replied.

“I'm right here, Beshte!” The young elephant made his presence known from atop the hill. “I was just sneaking, uh...”

He then suddenly found himself overstepping the ledge and suddenly starting slipping and falling down towards the ground.

“Mtoto!” Beshte exclaimed as he fell down the slope. “Hang on, Mtoto! I'm coming!” He told him as he tried to slow his descent down by holding onto one of the branches on the rocks.

“Oh... It's not gonna hold.” He said as the branch gave away.

Luckily with Beshte using his back to keep him from hitting the ground along with Twilight using her magic to hold him in levitation while slightly straining to maintain her grip on him until he safely landed on the ground, the young elephant managed to emerge unharmed.

“Mtoto, are you okay?” Kion asked him.

“I think so...” He answered.

“Mtoto? Why didn't you stay with me?” Beshte asked him.

“And what were you thinking climbing up that there hill just like that?” Applejack crossly asked him.

“I wanted to show you I could do a good job sneaking up on Kion.” Mtoto answered with shame for causing a scene. “Sorry, I messed up. Again.”

“It wasn’t that bad, darling.” Rarity comforted him. “That was actually pretty good for a first timer.”

“Just next time try to be more careful.” Twilight recommended.

“As long as you're not hurt, Mtoto. That’s all that matters.” Kion added to let him know no harm done. “But I think it's time for you to head home.”

“Yeah. I guess so.” He then did so without question.

“I'll walk you.” Beshte offered as Applejack sighs after regretting being a little too hard on the young one.

“Oh…” She groaned before trotting up to them. “Me too. It’s the least I can do for you, little one.”

“Okay. Bye, everybody.“ Mtoto said before leaving with the two.

Meanwhile, Janja and his clan emerged from a nearby bush just after Rainbow and Ono fly by.

“I don't think they saw us.” Janja gave the all clear as he led Cheezi and Chungu from their hiding spot while accidentally slapping Chungu with a tree branch.

“Yeowch! Watch it!” He complained.

“But he could still hear us, fur brain!” His leader reminded him.

“Yeah!” Cheezi exclaimed. “They don't call Ono "The ears in the sky" for nothin'!”

“That's not what they call him!” Janja irritably corrected him.

“They don't?” Chungu asked just as confused.

“Come on.” Janja just said with a groan not wanting to waste his time arguing with his allies over this.

Meanwhile on the way home for Applejack and Beshte walking Mtoto home.

“Sorry, you had to rescue me.” The young elephant apologized again.

“Well, I should've kept an eye on you. But you're okay. And that's what counts.” Beshte said that he’s not entirely at fault here.

“And I too owe you a little apology for being a little too hard on you there.” Applejack added as she took off her hat. “I shouldn’t have snapped at you like that.”

“I really messed up, didn't I?” Mtoto asked.

“It was your first time training with the Lion Guard, Mtoto. You'll get better if you keep practicing.” Beshte assured him.

“You think?” The young elephant hopefully asked.

“Sure!” He answered as he broke out into a song to cheer him up as they make their way from the plain grass field with Applejack joining in to relate to him since like him and Beshte, they too have run into similar problems too.

Hero Inside

The three then helped a young bird reunite with his mother after he was unable to fly up to its nest before helping more animals from young monkeys across the stream, and helping a turtle onto its back. The three then walked straight through the sunflower fields and a stream with ostriches to whom they flew out of the way to clear a path for them before making their way to a rock boulder just ahead just as the two concluded their song together.

“So you really think I have what it takes to be a hero?“ Mtoto asked them.

“Sure! Just don't give up. You've already got some moves!” Beshe encouraged him.

“I do?”

“Of course!” Applejack supportively answered. “Like that water spraying thing you did with your trunk?” She then chuckled at the memory of Rarity getting soaked with water.

“Seriously poa!” Beshte added.

“Really?”

“Oh, yeah! Just, uh, be sure to use it on bad guys from now on!” Beshte gently reminded him.

“Thanks, Applejack and Beshte. I will!”

“And who knows? Maybe you'll join the real Lion Guard someday. When you're older.” Beshte assured him he has potential for that someday.

“And maybe even the Pony Guard as well.” Applejack added.

“Wow!”

“We'd better head back. Take care, Mtoto.” Beshte said as he moved to regroup with the Guard.

“And stay out of trouble.” Applejack shouted after him as he followed Beshte.

“Bye, Beshte! Bye Applejack!” Mtoto waved them off as his young friends joined up with him.

“Mtoto, where've you been?” Kambuni asked him.

“Oh, you know. Training. With Beshte, Applejack, the Pony Guard, and the Lion Guard.” He answered.

“Wow! Did they make you a member?” Shauku marveled at his recent activity and then asked.

“Not officially, but...” Mtoto honestly answered.

“So you probably don't want to play pretend Lion Guard anymore, huh?” Kwato asked with lowered ears.

“You kidding?” He quickly dismissed that. “Beshte said I should keep practicing my moves! Let's play right now! I'll be...”

“Beshte!” They all answered together.

“We know, we know!” His ostrich friend replied.

“Wait'll I show you this great trick I came up with when I was training with the Guard! Till the Pride Lands and Equestria’s end, Lion Guard and Pony Guard defend! Twende kiboko!” He ushered them to follow him complete with their battle cry along with Beshte’s catchphrase.

“Zuka Zama!” Gumba shouted as he tried to grab and swing on a nearby vine yet ends up pulling down a dead vine which easily snapped off much to his disappointment.

“Hapana!” Kambuni shouted Ono’s catchphrase while.

“Huwezi!” Kwati shouted Fuli’s while leaping running around the bush.

“Heyvi kabisa!” Shaku shouted Kion’s while leaping on a nearby bush.

Alas the young ones all got bored very quickly.

“Gosh! This isn't as much fun as usual.” Kambuni pointed out.

“Yeah, 'cause we promised not to be hyenas.” Gumba added.

“It's always more fun with somebody to chase.” Shaku also added.

“Maybe we can't be the hyenas... But they can!” Mtoto suggested an idea as they look on at the nearby and worried hydraxs from just above the grass near the tree before panicking as they all scurry away from the children.

“Yeah, you better run, you bad guys! You won't get away from me, Janja!” Mtoto shouted after them as said hyena leader popped his head out from the nearby tall grass.

“Huh? Somebody call my name?” He asked as he turned to the kids pursing the hydraxs.

“Hey, boys. Look what we have here.” He then gestured to his buddies as he got an idea for an easy meal up ahead.

“Appetizers!”

“Yeah! Bite-sized!”

His friends both eagerly licked their teeth and chomps at the sight of them.

Back at the training site the Guard members minus Applejack, Beshte, Kion, Twilight, and Ono who are watching from a tree ahead prepare for another training exercise.

“Great job on the obstacle course!” Kion complimented them. “Now time for some speed training! On your mark, get set... Go!”

The Guard members all take off running while both Rainbow and Fuli stick back for a few seconds to let the honey badger get a head start before they swiftly pass her.

“Whoo! I can't believe I beat them!” Bunga cheered for himself as he landed on the ground in front of Ono unaware that they had just passed him and that the others will able to edge him out as well.

“Um... Actually, you didn't.” Ono dully corrected him as they pointed to the two awaiting them while sharing another fist-hoof bump together.

“Huh?”

“Did you really think you were faster than us?” Fuli smugly asked him.

“Well...” Bunga honestly and awkwardly responded as Kion approaches them.

“As long as you're both faster than the hyenas, I'm good.” Kion voiced of what really matters Speaking of hyenas...” He then thought as he turns to Rainbow and Ono. “Ono, Rainbow, could you two take another look around?“

“You bet!” Ono replied.

“On it!” Rainbow added as they flew off ahead to do so.

“Thanks! Oh, and maybe look for Applejack and Beshte while you're up there?” Kion added as they started flying away.

“Good idea! He should've gotten back by now!” Ono agreed as well.

“I wonder what’s keeping them?” Rainbow also wondered.

“I mean, how long can it take to walk a little elephant home?” Kion asked the others.

“Probably depends on what stops they make along the way.” Fluttershy suggested. “Sometimes happens to me when I am walking animals back home in Ponyville.”

Elsewhere, the two Guard members in question are dealing with a few complaining animals in light of what has happened recently.

“What is the point of living in the Pride Lands, if we have to run from hyenas all the time? I mean, really!” The zebra leader questioned.

“Now hold your horses.” Applejack urged them to calm down. “The Pony Guard and the Lion Guard are all doing their best to keep them varmits away and you all safe.”

“We'll find those hyenas and chase them back where they belong!” Beshte also vowed.

As the young ones continue to pursue the hyraxes as part of their pretend game the hyenas follow them.

“I'm gonna get you, Janja!” Mtoto shouted after the little ones.

“You, too, Cheezi and Chungu!” Kambuni added as the real hyeans pop their heads out.

“Wait. Are they really chasing us?” Chungu asked Cheezi dumbfounded.

“Huh? I hope not!“

“Fur brains!” Janja berated them for their stupidity. “They're playing pretend! But it's about to get real. C'mon.” He then said as he led them towards the little ones through the grass undetected.

“Argh! They got away!” Mtoto commented as the hyraxes all were able to escape in the nearby holes. “What do you want to chase now?“

“I got an idea! How's about we chase you?” Janja proposed as he and his clan appear right in front of them.

“Hyenas!” The children screamed as they all ran for their lives in separate directions.

While Cheezi takes on the little baboon, Chungu takes on the mongoose and ostrich, while Janja goes after Mtoto himself.

Gumba got lucky when Cheezi tripped by accident allowing him to escape while Shauku needed to leap on to Kwato’s back in order to escape Chungu’s jaws while she kicks Chungu to force him back. Mtoto on the other hand isn’t able to outrun Janja as the hyena leader closes in on him.

“Just you and me now, kid!” Janja shouted after him as he is about to pounce on him.

Thinking quick, Mtoto was able to quick perform a sharp turnaround at the upcoming boulder leaving the hyena leader to crash into it thanks to watching the Guard’s training.

“Janja! They're gettin' away!“ Cheezi told him as he and Chungu regrouped with him as the kids all now have run in separate directions with breathing room to escape from them.

“And that little zebra's mean!” Chungu grumbled at the one who kicked him.

“Doesn't matter. There's still the little elephant. And he's the slowest one.“ Janja assures them they still have something they can catch as they all gang up on him as he runs away.

Elsewhere, Applejack and Beshte are still conversing with the other animals.

“Seriously. There's no reason to be afraid.” Beshte continued to assure them.

“Maybe not for them! But zebras are the most delicious animals in the Pride Lands and the hyenas know it!” The zebra still returned unconvinced to which earned an eye roll from the giraffe. “It's true. Deal with it.” He returned as the kids all approach with cries of help.

“Beshte! Applejack! We need your help! Please!”

“Whoa, kids! What's the kerbubble?” Beshte calmed down as they all caught their breathes.

“And where's Mtoto?” Applejack asked.

“Mtoto's being chased! By the hyenas!” Kambuni answered to which is met with a scoff from Thurston.

“Oh, not again! Don't listen to these little troublemakers!”

“This time it's true!” The baboon insisted as he leaped onto his neck. “Mtoto's in danger! And he's all alone!”

“And that I believe.” Applejack acknowledges they are telling the truth this time.

“Not for long! Stay here!” Beshte added as he got serious and charged alongside with Applejack as they rush off to save their friend.

Beshte then charges into the nearby water just as Rainbow and Ono find Applejack.

“Applejack! There you are!” Rainbow swooped in to meet with her. “What’s going on?!”

“Mtoto is in trouble and being pursued by hyenas.” Applejack reported as she points to the little elephant being chased by said hyenas. “Ono, flew back to the others and let them know what’s going on!”

“Affirmative!” He returned as he flew off to do so while she and Rainbow head on over to save the little elephant who is starting to get tired and slow down as the hyenas close in on him.

“Won't be long now. He's getting tired.” Janja told his clan as he observes their prey get easier and easier to catch.

“Me, too!” Chungu added with heavy breathing as he catches up with his friends.

“All right, fellas. Let's get him.” Janja told them as they proceed to corner Mtoto. “Hey, little buddy! Looking for help? It's no use. Nobody's coming. Just you and us. So which do you prefer, boys? Leg or trunk?” He then said as he turned to them.

“I like the ears! They're chewier!” Cheezi laughed manically.

“Chewy ears! That sounds funny! And delicious!” Chungu laughed too.

Just as the trio closes in on the helpless little guy, Beshte suddenly appears from the water behind him.

“Twende kiboko!”

And as soon as he appeared Applejack arrived on the scene to buck the three away with his hind legs as Rainbow catches them in mid-air to roll them away into the nearby rocks.

“Beshte! Applejack! Rainbow Dash! You all came for me!” Mtoto gratefully voiced his thanks for rescuing him.

“We sure did!” Beshte returned. “You can swim, right?”

“Mom hasn't taught me yet.” He regretfully answered.

“Then hop up! Now hang on!” Beshte offered his back for him to jump onto and ride on as he swims into the water.

“We’ll keep an eye on the hyenas and make sure to keep them at bay!” Applejack shouted after them as they took off into the water as she and Rainbow remain high-alert for the troublesome trio as they emerged from the rocks.

“What do we do now?” Cheezi asked.

“Follow that hippo!” Janja answered as they followed him downstream. “Along with that cowgirl and peagsus pony.“

The trio chased them as Beshte started encountering stronger and faster streams of water as they close in on the two again.

“C'mon, boys! We're catching them!” Janja told his buddies as they run ahead of them.

“Hey! They passed us! Maybe they're just going in the same direction!” He hoped until they saw they are preparing to intercept them at the upcoming rocks starting with Janja and Cheezi. “Or maybe not!”

“No worries, little one, we got this!” Applejack assured him.

“Mtoto, duck!” Beshte told them as he ducked underwater as his riding buddy did as he was told while Applejack performs a split kick on the two just as they tried to chomp their jaws on them.

Just as the two emerged back over water, they saw another problem ahead, Chungu on an upcoming branch ready to intercept.

“Uh-oh!” Beshte said as they saw the bulky hyena up ahead.

“Here dinner, dinner, dinner...” He laughed awaiting for them cross.

But Beshte was able to slingshot the hyena up in the air after grabbing onto the branch while Rainbow punches him super hard in the air.

“Whoa! That was awesome!” Mtoto remarked very impressed.

“First thing you gotta know about me kid, is I am always awesome!” Rainbow returned as she flew alongside the ones in water with Applejack running alongside the stream.

“The current's slower through here. I should be able to make better time. Almost home, Mtoto!” He told the young one certain that things will be fine from here. “Uh-oh! Look!” He then said as they saw another danger ahead.

“Crocodiles.” Applejack and Rainbow both said in alarm together.

“What do we do now?” Mtoto asked in worry.

“I've got an idea.” Beshte returned as Rainbow remains afloat as Applejack keeps pace while trying to remain on land and alert for the hyenas behind.

“Mtoto, ready for stealth mode?” Beshte asked him.

“You bet, Beshte.” He confidentially answered as they ducked underwater leaving only the baby elephant’s trunk above water.

Unfortunately their luck ran out as one of the crocodiles spotted them and alerted the rest of the float of their appearance.

“So much for stealth mode.” Beshte commented as he sees they are in trouble once more as he starts swimming away with them in hot pursuit.

“They're getting closer!” Mtoto got worried again.

“Hey, Mtoto! Remember your trunk trick?” Beshte reminded him.

“Oh, yeah!“ Mtoto smiled as he got the idea sucked up water with his trunk and sprayed the first approaching crocodile with Rainbow following it up with a high speed punch to the face. “Take that, meanie!”

“Poa! Nice shot!” He complimented as they once again have breathing room. “Oh, no!” He then said as the hyena trio has once again cornered them as they await for them to come to them again.

“Aw, ya came back! And you brought your little friend!” Janja remarked as Kion makes his arrival known as he and rest of the Guard arrives.

“Wrong, Janja! He brought all his friends! Ono, you're with me!” He then told Ono as he begins their battle cry together. “Till Equestria and the Pride Lands end…”

“Lion and Pony Guard defend!” The rest of Guard finishes as they take action.

Rarity, Fuli, and Bunga each take on the hyenas by forcing them into the river as Pinkie Pie shoots confetti at them to force them downstream. Twilight uses her magic to force the crocodile ganging up on Beshte and Mtoto back as Kion leaps onto his snout while doing the same as he leaps across two more crocodiles with Applejack doing the same to leap across the river as they meet up with them.

“Kion! I sure am glad to see you!” Beshte voiced his delight they came when they did.

“I'm just sorry we couldn't find you sooner!” Kion returned.

“Better late than never, right, Big B?” Bunga added.

“You said it, Little B.” Beshte acknowledged.

“That’s true.” Pinkie added before rolling around in laughter.

“Pinkie, what’s so funny?” Twilight asked.

“Just look.” Pinkie pointed in the direction of the water.

“Swim, fur brains! Swim!” Janja shouted to his companions as they desperately try to out swim the crocodiles pursing them.

“They are swimming for their lives.” Pinkie continued to laugh at them.

“You know, they'd stand a better chance if they just got out of the river.” Fuli pointed out.

“Should we go tell them?” Fluttershy asked.

“Well, I'm not gonna tell 'em.” Bunga commented as they watch the entertaining scene.

“I’m sure they’ll be fine.” Rainbow assured her as they all share a good laugh over the panicking hyenas before Fluttershy decides to fly over to tell them unable to take the chance of seeing them get eaten.

Shortly afterwards, they were able to reunite with the other kids where Mtoto shares with them what happened back there.

“So I just kept spraying 'em right in the face while Beshte swam like the wind!” Mtoto recalled.

“Amazing!” Kambuni remarked very impressed with his skills of fending the hyenas off as Kion and Twilight approach them.

“You kids had quite an adventure today. And you know what? I think you've all earned the Mark of the Guard.” Kion complimented them as Twilight works her magic into making said mark appear on the elephant’s left shoulder.

“Wow!” He said in amazement.

“Congratulations, Mtoto!” Twilight commended him as the others crowd over the unicorn wanting the same as well.

“Me next! Me next!” They all repeatedly asked the surprised unicorn.

“Okay, okay!” She gently relented with raised hooves as she prepared to do so. “But one at a time.”

As Twilight works her magic on them, Mtoto walks over to Applejack and Beshte.

“Like I said, you two are my heroes.” He said to them.

“And you're mine.” Beshte kindly returned.

“Couldn’t have said it better myself.” Applejack added as the young one admires he recently new mark on his shoulder while very proud of himself as much as the farm pony and hippo are proud of him.

Author's Notes:

For this episode we have another Applejack and Beshte focused episode as the two meet their biggest fan the young elephant, Mtoto.

Again in contrast to Beshte's very warm and friendly approach with kids, Applejack sure can be tough and harsh at times when she was reluctant with a tag-along kid accompanying them to their training session but her heart is still in the right place as demonstrated when she joins Beshte in escorting Mtoto home after a moment of scolding him to which she quickly regretted.

Much like "Applebuck Season." the Guard's strongest much like the fastest is why they have such a strong bond together.

Next up is the Day in the Limelight for the Cutie Mark Crusaders as they get the main focus in these next three episodes but the Guard will still appear in them the best I can fit in them in the main plot.

Episode 23: Call of the Cutie

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Episode 23:

Call of the Cutie

In the Ponyville Schoolhouse, young fillies are getting together for an important school lesson as their teacher Cheerilee, a mare with purple fur, a light pink mane and tail, and a three set of smiling flowers as her cutie mark prepares to begin her lesson for the young ones including Applejack’s little sister Apple Bloom.

“Let's quiet down please. We have a very important lesson to get to.” She told everyone as they do as they were told. “Thank you. Today we are going to be talking about cutie marks.”

“Bo-ring.” Diamond Tiara, a rich and condescending pony, whispered to Apple Bloom who didn’t like that comment as Cheerilee started by showing them her cutie mark.

“You can all see my cutie mark, can't you? Like all ponies, I wasn't born with a cutie mark. My flank was blank.” She said as she removed poster paper covering a page with a picture of her when she was young and didn’t have a cutie mark.

“Aww...! She's so precious!” The little red-haired filly with glasses sweetly commented.

“Then one day, when I was about your age, I woke up to find that a cutie mark had appeared.” She then showed the a picture of her when she was reaching adulthood with 70’s/80’s style clothes and hair accessories.

“Look at her hair!” One of the students commented as everyone couldn’t help but chuckle at the sight.

“Yes I know…” She acknowledged taking it lightly. “…but honestly, that's how everypony was wearing their mane back then. I had decided to become a teacher, and the flowers symbolized my hope that I could help my future students bloom if I nurture them with knowledge.” During her lecture Apple Bloom writes it down in her notes while another rich pony Silver Spoon expressed disinterest with this lecture. “The smiles represented the cheer I hope to bring to my little ponies while they were learning. Now, can anyone tell me when a pony gets his or her cutie mark?”

“Oh! Oh! Oh! When she discovers that certain something that makes her special!” The red haired filly asked with her hoof raised up.

“That's right, Twist.” She answered as she made her way to her desk. “A cutie mark appears on a pony's flank when he or she finds that certain something that makes them different from every other pony. Discovering what makes you unique isn't something…”

During this Diamond Tiara constantly whispered to Apple Bloom who is trying her hardest to ignore her.

“…that happens overnight, and no amount of hoping, wishing or begging, would make a cutie mark appear before its time.”

“Pssst!”

“What?!” She irritably asked as she held up a note with Diamond Tiara motioning her to pass it over.

Apple Bloom reluctantly does so at least until she got caught red-hoofed.

“Diamond Tiara! Are you passing a note?” Their teacher sternly scolded.

“Uh, I... Um...” Apple Bloom stammered to explain herself as she approached her.

“What could be so important that it couldn't wait until after class?” She asked as looked down at the note and found that… “It's blank.”

“Remind you of anypony?” Diamond Tiara taunted her as she is one of the only fillies who has yet to receive a cutie mark as the whole class follows suit leaving the poor girl completely embarrassed.

“Okay, that’s enough, girls!” Cheerilee scolded them. “There is no need to tease someone just because she has yet to receive her cutie mark. And if you were her, you two wouldn’t find so funny yourselves.”

After school everyone all went home with Apple Bloom still hurt by what happened in class as being one of the only fillies to not yet receive her cutie mark is really making her feel like an outcast.

“Want some sweets?” Her red-maned friend Twist offered. “I've got some peppermint sticks. I made them myself.”

“Mm-mm.” She declined.

“They'll make you smi-i-le.” She insisted it will help brighten her smile.

“No...” She still declined as Diamond Tiara and Silver Spoon walked by them.

“I don't know why we had to sit through a lecture about getting a cutie mark. I mean, waiting for your cutie mark is sooo last week. You got yours, I just got mine. We all have them already.” She told them as she smugly rubbed it in their faces as she gets another idea as they circle around them so they can engage in another round of bullying. “I mean, almost all of us have them already. Don't worry, you two, you're still totally invited to my cute-ceañera this weekend.”

“It's going to be amazing.” Silver Spoon added.

“It's a party celebrating me and my fantastic cutie mark. How could it not be?” Diamond Tiara bragged as they performed a special kind of handshake they share together that involves bumping hooves and their rumps together.

“Bump! Bump! Sugar-lump, rump!”

The two laughed as they trotted ahead together.

“Gimme a break.“ Apple Bloom groaned in annoyance to their arrogant attitude and how they are rubbing it in their faces.

“See you this weekend...” Silver Spoon said as they left with another mean laugh directed at the two as they say.

“Blank Flanks!”

Even though she shouldn’t be discouraged by them, Apple Bloom can’t help it.

Later as she returns home at Sweet Apple Acres, she meets up with Applejack and Beshte who are both working together to knock apples off the trees.

“It's not fair! It's just not fair!” Apple Bloom whined.

“It’ll be okay.” Beshte assured. “I think you great, with or without a cutie mark.”

“Yeah, don't get your mane in a tangle.” Her big sister added. “You'll get your cutie mark. Everypony gets one eventually.”

“But I don't want one eventually! I want one right now! I can't go to Diamond Tiara's cute-ceañera without one, I just can't!” Apple Bloom voiced her deseperation.

“Now who says you have to have a cutie mark to go there.” Beshte asked.

“Everyone!”

“Now come on.” Beshte tried to encourage her. “I wouldn’t worry about it too much, you’re still young and no one should treat you any different just because you don’t have one.”

“Exactly!” Applejack agreed. “Y'know, I was the last pony in my class to get my cutie mark, and I couldn't be prouder of it. I knew my future was to run Sweet Apple Acres, and these bright shiny apples sealed the deal.” She then recalled as she placed a hoof on her flank while remembering something else. “Come to think of it, Granny Smith was the last one in her class, too. Huh, same as Big McIntosh.”

“I really don't see how that's supposed to make me feel better. It probably means that being the last one in your class to get a cutie mark runs in the family.” Apple Bloom’s mood failed to change as she slumped in front of a bucket full of apples. “...runs in the family. Runs in the family! Runs in the family!” An idea sparked in her head as she glanced at her big sister’s cutie mark. “You've got apples for your cutie mark, Granny Smith has an apple pie, Big McIntosh has an apple half, my unique talent must has som'n to do with apples! Apples apples apples!” She figured and exclaimed of what she thinks of is her true talent as she winds up crashing into a bucket of apples during her excitement. “Oops... apples.”

“Well, only one way to find out.” Beshte replied. “Although don’t be disheartened if it doesn’t work out.”

So once the apples were bucked, Applejack let Apple Bloom accompany her into town so they can sell them. But the little girl’s desperation drove her into making more aggressive sales approaches leading to Applejack to have to step in to apologize to everyone involved before suggesting her to go visit her friend to go to the Cute-cenera together.

She went over and knocked on her doorstep to pop her the question but when she answered she rather apologetically and awkwardly revealed that she had just received her cutie mark received featuring two candy canes crossing each other much to her dismay.

“Isn't my cutie mark swell? I've always loved making my own favorite sweets, but it took me some time to discover that it was my super-special talent. Pretty sweet, huh?” She said as the other filly just slumped down on her bottom.

“Yeah, pretty... sweet.” She said to which she quickly tried to assure it doesn’t change anything and that she’ll gladly come with her.

“Hey... this doesn't mean we can't go to the cute-ceañera together. You're still gonna come to the party, are you?”

But of course, Diamond Tiara and Silver Spoon just had to be around to make more unpleasant remarks about her.

“Of course she will.”

“It's not like being the only pony there without a cutie mark would be, like, the most embarrassing thing ever.”

The two taunted her leaving her feel even more embarrassed than ever.

She then retreated to a nearby wishing well when Rainbow Dash and Fuli both happen to be passing by.

“Whoa, looks like somepony's got a dark cloud hanging over her head. Let me do something about that.” Rainbow quickly moved the literal dark cloud above her away.

“What’s the matter?” Fuli asked as she sat down to her eye level to which the little one explained herself in a rapid explaination after a huge deep breath.

“There's a cute-ceañera this afternoon and everypony in my class will be there and they'll all have their cutie marks and I wanna get my cutie mark but I'm no good at sellin' apples but I really wanna go to the party but how can I go to the party if I don't have my cutie mark which my big sister says I'm gonna get eventually but... I WANT IT NOW!”

“Wow!” Was all Fuli could say to that rapid-fire explanation.

“Cutie mark? I can get you a cutie mark like that!” Rainbow replied with certainty that she can help with that and emphasized his point by making a snapping sound with her tail.

“Doesn’t that hurt?” Fuli asked as she winced at the sight.

“Not if your tail doesn’t have a tailbone.” She pointed out as they turned their attention back to the filly.

“Applejack says these things take time. I have to just wait for it to happen.” Apple Bloom replied while appreciating the peagsus’s help but sees she has to go with the more patient approach.

“Why wait for something to happen when you can make it happen?” She asked.

“But Applejack says th...” Apple Bloom tried to answer until getting cut off.

“Hey, who are you gonna listen to, Applejack…” She said while moving one of her back legs to mimic him bucking a tree. “…or the pony who was first in her class to get a cutie mark? I always liked flying an' all, but I was going nowhere in a hurry. It wasn't until my very first race that I discovered a serious need for speed, and KAZAM, this sweet baby appeared as fast as lightning.” She then said as she showed the young one her cutie mark while drawing her hoof into the ground while spreading her wings ready for takeoff as the filly looks on in awe.

“Yeah, she sure is quite a role model isn’t she?” The cheetah said to the filly knowing exactly what she is thinking of as they follow after her. “Though try not to be upset if it doesn’t work out and don’t let anyone tell you otherwise.” She advised as they raced to catch up with the peagsus as she puts her through a training regime.

“That's right, stretch out those legs. Gotta be nice and loose.” Rainbow coached her as she did pushups with Fuli doing them with her. “The key here is to try as many things as possible as quickly as possible. One of them is bound to lead to your cutie mark. Are you ready?”

“I'm ready!” Apple Bloom voiced she is.

“I said: Are! You! Ready!” Rainbow again asked with emphasis.

“I'M READY!” She shouted.

“Juggling, go!”

A whistle is blown by Fuli and Apple Bloom starts jugging to the best of her ability until she stumbled and fell down while dropping the balls.

“Hang-gliding, go!”

Apple Bloom got off to a fast start but ended up tripping before takeoff causing her to nearly skid and fall over the ravine until Fuli quickly saved her.

“Karate, go!”

Rainbow blew the whistle again.

“Hi-ya! Ee...” Apple Bloom exclaimed as she moved for a karate kick on a punching bag only to nearly shatter her leg.

“Ouch!” Fuli winced as she quickly rushed over and gave her a bag of ice to make sure it’s okay.

“Kite-flying, go!”

Rainbow blew the whistle again.

Apple Bloom was able to get the kite flying but was unable keep it in the sky. And add further insult to injury the paper on the kite crumbled off.

“Ultrapony Roller Derby, go!”

Rainbow blew the whistle again.

Apple Bloom was able to get out in front with three other skaters trying to close in on her as she starts to lose her balance and concentration and crash just as the others end up doing the same as they were all unable to stop in time.

“Ouch!” Fuli said in sympathy for the filly as she managed to skate away from the accident unharmed while blushing.

Later as Rainbow looks at a list of activities that have tried and failed at.

“Tried that one... tried that one... tried that one...”

“Your new outfit is, like, perfect for the party.” Silver Spoon said to Diamond Tiara as they walked by to which Apple Bloom quickly ducked under cover a nearby bush.

“I know. It totally shows off my cutie mark.” Diamond returned as Fuli just looks on with an irritated look at the two correctly sensing they are the source of Apple Bloom’s doubt.

“I love being special.” Silver Spoon said.

“Can you imagine how embarrassing it must be to be... not special?” Diamond asked.

“I don't even want to, like, think about it.” Silver returned as they both left as Apple Bloom emerged from the bushes.

“And I’m pretty sure I don’t even want to think of how they’ll react if they keep pestering her like that.” Fuli voiced her disgust for them as she turns to the troubled filly.

“I'm doomed. Doomed! I'll never find sumth'n I'm good at.” She said in despair.

“It’ll be okay.” Fuli reminded her. “Just don’t listen to them.”

Before anything else could be said, Pinkie suddenly appears.

“You look like you'd be good at eating cupcakes.”

“Eatin' cupcakes?” Apple Bloom voiced with a hopeful smile.

“Eating cupcakes?” Rainbow asked with a confused glance at her.

“Eating cupcaaakes!” Pinkie exclaimed as she bounced off ahead as Apple Bloom turned to Rainbow.

“I really appreciate all your help, Rainbow Dash.” She voiced her appreciation for her efforts. “You're a really great coach and I really learned a lot from you and I'm sure I can learn a lot more but... I've got some cupcakes to eat! See you at the cute-ceañera! Hold on, Pinkie Pie, I'm comin'.” She then called out to the bouncing pink earth pony as they make their way to Sugarcube Corner.

“I can't believe I didn't think of this. A cupcake-eating cutie mark, it's sooo obvious.”Apple Bloom voiced her delight as she looked around the place. “Now, where are those cupcakes? I'm ready t' chow down!”

“I don't have any cupcakes.” She replied.

“Oh.” She said as Pinkie gasped as she placed a chef’s hat on her head.

“But you look like you'd be good at helping me make some.“

“I guess, uh, making-cupcakes cutie mark could work too.” Apple Bloom shrugged “why not?” as Bunga donned a chief hat and got the ingredients togetehr

“All you have to do is take a cup of flour!

Add it to the mix!

Now just take a little something sweet, not sour!

A bit of salt, just a pinch!”

Pinkie sang as she did exactly as she described.

“Baking these treats is such a cinch!

Add a teaspoon of vanilla!

Add a little more, and you count to four,

And you never get your fill of...”

Bunga sang as he mixed the ingredients together.

“Cupcakes! So sweet and tasty!

Cupcakes! Don't be too hasty!

Cupcakes! Cupcakes, cupcakes, CUPCAKES!”

Pinkie and Bunga sang together as they hopped around the room while the cupcakes baked to perfection.

When it came to Apple Bloom’s turn she did a rather poor and messy job of it. She wasn’t really watching the mixing bowl still whirring nor paying attention to the ones baking in the oven and bumping into the flour behind her while knocking it over. She the attempted to use an oven mitt to remove the tray from the oven

“Hot, hot, hot!” Apple Bloom exclaimed as she tossed aside the hot tray of burnt cupcakes while examining for burns on her tongue.

“Oooh, those look much better than the last batch.” Pinkie compliemented as she and Bunag munched into them.

“Taste great too!” Bunga added as Apple Bloom tried one and spitted out after seeing that they indeed taste bad.

“Ugh!” She groaned in disgust and defeat. “I guess I'm not cut out to be a baker either. [sigh] I just have to face it, I'm gonna have a blank flank forever.” She then lamented.

“What about that?” Pinkie pointed to a flour spot on her flank.

“What about what? Is there something on my flank? Is there, is there, is there?” Apple Bloom hopefully asked as she looked at it through a reflection of a toppled over mixing bowl. “A cutie mark! It's a... a measuring cup? No. A mixin' bowl? No... Are those cupcakes? A tower of cupcakes maybe.” She said as she saw images appear through it until Bunga blew the flour off to reveal nothing on her flank.

“Uh, no, just flour.” He told her while munching on the burnt goods. “Sorry.”

”What game you wanna play next?” Pinkie asked while eagerly hoping for what she has in mind. “Please say bingo, please say bingo.”

“Whoa!”

“Hevi Kabisa!”

“Hapana!”

Twilight, Kion, and Ono exclaimed in shock at the mess they walked into.

“What's been going on in here?” Twilight asked.

“We've been making cupcakes.” Pinkie explained.

“Wanna try them?” Bunga offered while holding the plate of scorched desserts.

“Nnnno thank you...” Twilight politely declined.

“Not that they don't look, heh, delicious.” Kion added in the same forced tone.

“I would.” Ono bluntly replied as Apple Bloom approached the unicorn.

“Twilight, you have to help me!” She pleaded.

“What's the matter?” She asked as she gave another rapid fire explaination.

“Tiara's cute-ceañera's today and everypony in my class will be there and they'll all have their cutie marks and I want to get my cutie mark but I'm no good at selling apples or hang-gliding or making cupcakes, but I wanna go to the party but how can I go to the party if I don't have my cutie mark, which Pinkie Pie says I can't just make appear, but I need it to appear, right now!”

The others were left at a loss for words as Twilight speaks not sure what to say about it.

“Uhhh... I don't follow. How can I help you?”

“You can use your magic to make my cutie mark appear.”

“Oh no, Apple Bloom.” Twilight shook her head at that. “A cutie mark is something a pony has to discover for herself.“

“Common knowledge, really.” Ono stated.

“Please Twilight, jus' trah.” She pleaded.

“I'm sorry, but-“ She tried to insist it doesn’t work like that.

“Oh please, please, please, please, please!” She further pleaded while placing her hooves on her chest

“Oh thank you thank you thank you.”

“But…” Ono tried to speak as Twilight hushed him.

“She’ll find out.” She replied before working her magic on the filly as a wagon of apples appeared on her flank

“Yes!” She celebrated. “I knew you could do... it.” Her excitement was cut short when it immediately faded.

“I'm sorry, sweetie, but I told you-“ She tried to apologize when…

“Try again, try again!” She eagerly pleaded as the unicorn sighed.

“Gotta learn it the hard way.” Kion said just as defeated as the unicorn has tried making multiple marks appear on her flank as they all appear and disappear in a flash all while Apple Bloom’s smile brights and drops over and over.

By then, Twilight did all she could as she was on her hunches sweating.

“Told you that not even magic can make a cutie mark appear before its time.” She apologetically said to her as she dreads the worst to come.

“And I’m sorry to say that applies to the Mark of the Guard as well.” Kion just as regretfully brought up.

“It's hopeless, hopeless! I just won't go to the party, I can't go. Everyone will just laugh at me and make fun of me and call me names. It will be the worst night of my life.”

“I'm sure it won't be as bad as all that.” Twilight tried to insist otherwise.

“Forget it, there's no way I'm going to that party.” Apple Bloom refused while emitting a nervous gulp.

“What if you had some backup from the Guard there ready to defend you in case someone tries to pick on you? Would that help?” Kion offered.

“I suppose.” Apple Bloom reluctantly obliged as she looks aside still feeling down. “Although I feel I am just better off just not going.”

Unfortunately for her what she didn’t realize until she got back to Sugarcube Corner was that said party she has been seeking to avoid was being hosted by Pinkie Pie.

Everyone was there and even the host Diamond Tiara as she and Silver Spoon are both wearing fancy dresses to symbolize of how special they are just because they are rich.

“How could I have forgotten the time? How could I have forgotten Pinkie Pie was hosting the party? How could I have forgotten it was at Sugarcube Corner?” Apple Bloom said to herself in deep regret as she finds herself stuck in the middle of the room.

“Don't forget your party hat, Forgetty Forgetterson!” Pinkie told her while placing a party hat on her.

“I have to get out of here before anypony sees me.” She said to herself as she made her way towards the door while ducking for cover from the chocolate pony statue to the nearby tables to the nearby cake to which Snails chomped into it thus nearly blowing her cover again.

“Hey!” Diamond called out to her as she chided him. “It's my cute-ceañera, I'm supposed to get the first bite at cake.”

From table to table and balloon to balloon her cover was constantly and nearly blown but slowly but surely she was making her way to the front door.

“Okay, Apple Bloom, almost there.”

She was almost home free with the opening in plain sight until Applejack just happened to be at the doorway to block her off.

“Going somewhere?” She asked.

“Outside.” She answered.

“I see.” Applejack saw that she never wanted to come but accidentally did. “Look I get you are still worried but at least try not to let them get to you.” She insisted. “You’ve already come this far.”

“But what if they laugh at me.” Apple Bloom asked.

“Just stand up for yourself.” She advised. “And there are friends of our’s ready to back you up in case they get really mean towards ya’ll.” She added as Twilight and the Lion Guard arrive with encouraging smiles.

“I think you might be surprised of who’ll make friends with.” Applejack added as Apple Bloom saw the two mean rich ponies approaching her as she quickly uses a table cloth over the punch bowl to serve as a pink dress to cover it up.

“Well, well, well, look who's here.” Diamond said as she came to gloat some more.

“Nice outfit.” Silver Spoon commented.

“Just sumt'n I, uh, pulled together last minute.” Apple Bloom returned.

“It really shows off your cutie mark. Oh wait, that's right, you don't have one.” Daimaond again taunted as the Guard remains undeterred by their insensitive comments as they see two fillies come inside and sneak their way under the table as the scene unfolds.

“Uh, I have a cutie mark.” She lied.

“Eh, what? Since when?” Silver Spoon questioned sensing her bluff.

“Since... Um... Earlier today.” She insisted otherwise.

“Oh really? Let's see it.” She pressed her as she kept pressing to keep up the attempted charade.

“I shouldn't. I couldn't. My cutie mark is so unbelievably amazing, I'm afraid that if I show it off, everyone will start paying attention to me instead of you. Outshined at your own cute-ceañera. Can you imagine how embarrassing that would be?” She reasoned with them.

“Uh, forget it, I didn't really want to see it anyway.” Diamond just said in response.

“Okay, well, I'm gonna go mingle. Enjoy your party.” Apple Bloom replied as she walked off seeing they bought it… at least until she accidentally tripped and pulled the cloth off thus exposing her little lie to them to which the party stopped upon seeing this.

“Oh no.”

“Wow, that is an amazing cutie mark.” Silver Spoon commented seeing that they were correct from the start.

“Nice try...” Diamond smugly added.

“Blank flank!” The two mocked her together.

“You got a problem with blank flanks?” A voice called from under the table in her defense. “I said, you got a problem with blank flanks?” She then repeated to the stunned snobbish fillies as the little peagsus filly with, slightly smaller than normal wings, orange fur, and a purple mane and tail, Scootaloo, stepped forward along with a white-furred unicorn with a pink and purple colored mane and tail, Sweetie Belle came to her defense.

“The problem is, I mean, she's like, totally not special.” Silver Spoon answered.

“No, it means she's full of potential.” The unicorn corrected her.

“It means she could be great at anything.” The little peagsus added. “The possibilities are…” She said mimicking Diamond’s voice to fire back her words at her. “…like, endless.”

“She could be a great scientist, or an amazing artist, or a famous writer. She could even be mayor of Ponyville someday.” The unicorn added of how muh potential she has.

“And she's not stuck being stuck-up like you two.” The peagsus also added to which the laughter is turned against them.

“Hey, this is my party, why are you two on her side?” Diamond protested.

“Because...” The peagsus started as Apple Bloom realized as they showed that their flanks are blank too.

“You don't have your cutie marks either? I thought I was the only one.”

“We thought we were the only two.” Scootaloo returned.

“I for one think you are three very lucky fillies.” Twilight stepped forward to compliment them.

“Lucky? How can they be lucky?” Diamond incredulously asked.

“They still get to experience the thrill of discovering who they are, and what they're meant to be.” She answered as she put them in her place.

“And they got all the time in the world to figure it out, not just an afternoon.” Applejack added while giving her little sister a knowing wink as the other fillies gather around the trio in amazement with their unique appearance.

“Hey, what's everypony doing? This is my party, everypony is supposed to be paying attention to me.” Diamond insisted they all turn back to her.

“Hmm, guess they find the blank flanks more interesting than you.” Fuli returned as she approached them. “Too bad you girls already have your cutie marks not that you both understand do you?” She added in a mimicking tone leaving the two speechless of how much they just got told off with their own words thrown back at them.

“Name's Scootaloo.” The orange filly introduced.

“And I'm Sweetie Belle.” The white unicorn added.

“Apple Bloom.” The yellow filly returned to them as they all bond with a special connection with common ground together while Diamond Tiara and Silver Spoon watch from on top of the nearby stairs in dismay that they are paying more attention to the three fillies than them.

All while this was going on the Guard watched now pleased that everything worked out with Bunga and Beshte dancing to the beat in the center of the room, Kion and Fuli have punch together with Twilight and Applejack. Ono during the dance gave them an “I got my eye on you.” look to the two should they even think about making fun of the three fillies just because they don’t have cutie marks on behalf of the Guard. The three fillies who have just recently bonded conversed at a nearby table.

“So I was thinking, now that we're friends... I mean, we are friends, right?” Apple Bloom started and then asked again to make sure.

“How could we not be?” Scootaloo replied to cement they are. “We're totally alike. We don't have cutie marks, Diamond Tiara and Silver Spoon drive us crazy…” She added with a roll of her eyes.

“Totally crazy.” Sweetie Belle added in agreement as Apple Bloom continued.

“Well, now that we're friends, what if the three of us work together to find out who we are and what we're supposed to be?” She asked them.

“Ooh! Ooh! We could form our own secret society.” She said as she liked the idea.

“I'm liking this idea.” Scootaloo said on board with the idea too.

“A secret society. Yeah. We need a name for it though.” Apple Bloom pondered with a hoof on her chin.

“The Cutie Mark Three?” Scootaloo proposed.

“The Cutastically Fantastics?” Sweetie Belle proposed.

“How about... The Cutie Mark Crusaders?” Apple Bloom proposed.

“It's perfect!” Scootaloo stamped her approval to that name.

“This is gonna be so great!” Sweetie voiced her excitement of what they can accomplish together

“We're gonna be unstoppable!” Apple Bloom cheered.

“What do you say we celebrate with some of these delicious cupcakes?” Scootaloo proposed with a cupcake she had just gotten to which Apple Bloom quickly stopped her from biting into it as it was one of the burnt ones she made earlier.

“Not the cupcakes. Trust me.” She firmly voiced against doing so.

“Let's see if there are any cookies.” Sweetie Belle suggested.

“Yeah! Come on.” Apple Bloom declared as she led the way before making their way to the dance floor with Twist dancing alongside them.

As the three walk off to do so while Twilight and Kion smile proudly at the newly formed bond of friends as the former has a new friendship lesson for the Princess.

“Dearest Princess Celestia,

I am happy to report that one of your youngest subjects has learned a valuable lesson about friendship. Sometimes, the thing you think will cause you to lose friends and feel left out can actually be the thing that helps you make your closest friends and realize how special you are.

The princess later got Twilight’s letter as she read it out loud in her private study while resting near her fire place before glancing at her big bright sun cutie mark on her flank seeing a much very valuable lesson discovered that day.

Episode 24: The Show Stoppers

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Episode 24:

The Show Stoppers

Nearby Sweet Apple Acres, Applejack leads the trio of newly bonded friends Apple Bloo, Sweetie Belle, and Scootaloo down the path as she’s prepared a little surprise for them.

“Where are you takin' us?” Her little sister asked.

“We're almost there, young'uns.” Applejack replied.

“I've never been here before.” Sweetie Belle noted as Applejack leads the way while gently pushing aside a big leaf in the way, Apple Bloom did the same but accidentally whacked Scootaloo in the face when she let go of the leaf too soon.

“Ouch!”

“Oh. Sorry.”

“Are we there yet?” Scootaloo asked.

“There? Where? What? I don't even know what we're doing.” Sweetie Belle is still lost and what is happening.

“Here we are.” Applejack stated as they arrived.

“What are we lookin' at?”

“I have no idea.”

“What is that thing?”

The three asked as they look upon what Applejack has lead them all the way out here for.

“Cutie Mark Crusaders, welcome to your new clubhouse.” She presented them said house on a tree branch with a stairway leading up to it which was rather worn down and clearly unused for quite some time to which the three are still unsure of what to make of it. “Well, don't thank me all at once. This was my clubhouse when I was your age.” She said as she led the way up the stairs. “Sure it hasn't been used in a while, but it's empty and on a secluded, private part of the farm. And it's all yours. It just needs a little, uh... TLC.”

“TLC as in Tender Loving Care or Totally Lost Cause?” Scootaloo asked feeling unimpressed with the shoddy treehouse.

“Applejack! We're supposed to turn this into our new clubhouse?” Apple Bloom asked.

“Well, maybe y'all will get your cutie marks when you discover your talent for... “ Applejack awkwardly explained as she accidentally pressed to much weight on a weak wall. “Uh... house cleanin'?” She finished as she recovered from the fall while still feeling and looking dazed with spinning eyes.

Later that day, Scootaloo examined Twilight’s treehouse to get a better feel of what they want for the clubhouse as they prepare to renovate the place. She then zoomed back over to the forest near Sweet Apple Acres is. Along the way she showed some pretty fast and slick daredevil moves as she uses the surrounding to jump a ramp over a crowd of ponies who awe at her skills while blowing by nearby ponies including Granny smith who was in town. Along with dodging the upcoming tree branches from above and on the ground well expect for one to which she jumped over it while leaping off and on her scooter. She then skidded to a complete stop right in front of Apple Bloom who flinched as if she was going to crash right into her as Beshte was bringing forward more supplies for her.

“Poa, Scootaloo!” He exclaimed as he witnessed her ride over here. “Back already?”

“You're amazin' on that scooter.” Apple Bloom complimented very impressed with her ride as she takes off her helmet.

“Thanks!” She returned as she saw the work she put into fixing the place from the windows, stairs, the wood, and the paint. “Wow, Apple Bloom. You did all of this?”

“Yep! I've fixed the broken shutters, sanded off the splinters, rebuilt the roof, painted...” She replied. “Oh and of course Beshte helped out with the heavy lifting and even helped out with the painting.”

“Aw, shucks. It was the least I can do for you fillies.” Beshte replied with an earnest smile.

“That's so cool.” The red maned filly said very pleased to see the improvement. “What's Sweetie Belle up to?” She wondered as they went ahead as Beshte continued to paint the ladder while staying on the ground because it doesn’t support his weight.

“We are the Cutie Mark Crusaders...” Sweetie Belle sang to herself while humming along the way while dusting off a picnic bench and a nearby tree with her tail. “...Never stop the journey…”

“There you are, Sweetie Belle!” Apple Bloom called out. “See? I told you we could find her by following her totally awesome voice.” She said to Scootaloo as they walk beside each other.

“What's that sweet tune you're singing?” The orange filly asked.

“Oh. I was just working on our new Cutie Mark Crusaders theme song.” The little unicorn replied while looking aside.

“Cool!” The two exclaimed as they find it great.

“Teach us?” Scootaloo asked while the little earth pony eagerly shook her head wanting to know more about the song.

“Well, I've only come up with one part... but okay!” Sweetie Belle replied a little unsurely as she began before was willing to work with them there.

As Applejack approaches the renovated clubhouse to check up on the Crusaders she comes across them trying out their new song together with Beshte listening in on their song.

“They all say that you will get your mark

When the time is really right.”

Sweetie Belle sang to which Applejack found very nice.

“And you know just what you're supposed to do.”

Apple Bloom sang to which slightly melted her big sister’s heart.

“And your talent comes to light!”

Scootaloo then said off key and loudly to which Applejack winced from that before poking her head inside.

“Well, uh... I'll be, Cutie Mark Crusaders. You've done one fine job with this place.” She admired their work. “So, what's next?”

“Well, now that we have a real life clubhouse...” Apple Bloom began.

“...and a map of Ponyville...” Scootaloo added while presenting said map on the wall.

“...and a Cutie Mark Crusaders theme song...” Sweetie Belle added.

“Theme song?” Applejack responded finding it a little odd.

“We're gonna go out in the world and discover our talents.” Apple Bloom then spoke of their new goals.

“A new adventure!” Scootaloo stated.

“And earn our cutie marks.” Sweetie Belle added.

“We'll leave no stone unturned!” Apple Bloom vowed.

“No mountain unclimbed!” Scootaloo added.

“No meal uncooked!” Sweetie Belle added.

“No sock unworn!” Apple Bloom finished.

“Well okay then!” Applejack quickly interrupted as she gets the idea. “Sounds like you have a plan. I gotta, uh... leave no apple unpicked! See y'all later!” She then set out to do so as the Cutie Mark Crusaders prepare their first crusade in pursuit of their cutie marks.

“Are we ready to get our cutie marks, ponies?” Scootaloo asked everypony.

“Ready!” The three said together as they share a hoof bump together.

The three started off with getting together slob and scraps to put in the troughs for the pigs to eat. They all got muddy after the pigs eagerly ran by them to chow down on their food. One of them licked Sweetie Belle to thank them as they all eagerly look down at their flanks hoping they got them. But nothing happened, leaving them disappointed.

Next they tried their hooves at Sugarcube Corner by helping make taffy together but it ended up being short-lived when the three got pulled inside and got coated with rainbow-colored taffy when Scootaloo’s tail got dragged into the batch when her back was turned. Even after being entangled and stuck together no success came from that. But on the bright side Bunga got to really enjoy the taffy.

Next up was Carousel Boutique where they try their hooves at giving ponies neat hair jobs. But of course that didn’t go well either, expect for those who really love clown-hair jobs to which one pony ran out of the store crying after seeing the accidental joke the fillies did to her hair as Ono flew after her to apologize on Rarity’s behalf.

“Wait!” He called out to her.

The three went back to the farm to reevaluate their approach as they play a card game where they have to guess and match the cards they guess. Sweetie Belle flipped over a card with a blue heart while Apple Bloom presented a card with a yellow circle. The two cards did not match. Sweetie Belle presented a card with a blue star while Apple Bloom presented a square. Again the two did not match. Then when Sweetie Belle presented a card with green leaf clover, Apple Bloom pushed all of the buttons together as many cards spewed all over the ground and getting in the other two fillies faces.

Still nothing.

They all braved a small hilly rocktop to try their hooves at rock climbing.

Nothing.

They all tried scuba diving together. They all ended up being pursued by a giant angry squid and had to swim for their lives to get out of the lake with their lives together

Still no success as the three then go to the last place on the map they have yet to try. Twilight’s library.

As Twilight returns she had Cheerlie and Kion accompanying her just as Spike and Bunga who were there when the little ones arrived quickly spoke their innocence.

“I had nothing to do with this.”

“It wasn’t me!”

“What is going on here?” Twilight asked in shock at the sight of multiple books all spread around lying on the floor.

“Hmm... well, we sure aren't gettin' our cutie marks for bein' librarians.” Apple Bloom said as their lack of progress continues.

“Huh. I should think not.” Bunga replied as Kion and Twilight stare at him disapprovingly. “What?”

“Girls…” Twilight began as she approached them. “I think you're going about this the wrong way.

“Instead of trying to do things in areas you're not familiar with, why not try doing things in areas that you already like?“ Kion advised as Cheerlie unrolls a poster she had in tow from her green saddlebag.

“And I have the perfect place to start.”

“Showcase your talents..." Apple Bloom read.

"...for all to see." Scootaloo added.

“Perform in the Ponyville school talent show!" Sweetie Belle finished.

“There'll be all sorts of awards. Best dramatic performance, best comedy act, best magic act... surely you can find your talent.” Cheerlie explained and encouraged them.

“This would be the perfect place to discover our talents. Jugglin'!” Apple Bloom exclaimed as she and the others began fascinating ideas of what they can do.

“Acting!” Scootaloo proposed.

“Magic tricks!” Sweetie Belle proposed.

“Square dancin'!” Apple Bloom proposed

“Tightrope walking!” Scootaloo proposed.

“Tiger taming!” Sweetie Belle proposed.

“My little ponies! You're missing the point.” Twilight again reminded them as she interrupted them. “Think about the things you already enjoy doing. Think about what you're already good at.”

“Sure! We can do that.” Scootaloo replied.

“Yeah! Sure we can.” Sweetie Belle added.

“Well, whatever we do, we'll do it as...” Apple Bloom said as they all say together.

“The Cutie Mark Crusaders!”

The three then set out to obtain supplies together they need for their performance they are going to do together starting with fabric from Rarity’s shop.

“Sweetie Belle! I told you not to touch my things.” Rarity complained in annoyance with her little sister. “Come back with my supplies!”

“We're just borrowing them for the talent show.” She responded back as they ride off and away. “Don't worry, sis. I promise we'll bring them back.”

Next up was a shop where they borrowed a fan from a shop-owner.

“Thanks, Mr. Breezy. We'll return the fan to you real soon.” Scootaloo thanked and promised.

“What do we need this fan for?” Apple Bloom questioned.

“Trust me on this one.” Sweetie Belle replied having a good idea of why they need it before they made a brief side-stop to make sure they have everything together.

“Okay, so that's six wooden planks, four-by-eight plywood, a box of nails, four cans of paint, and four brushes.” Scootaloo reviewed. “Anything else?”

“Yeah.” Sweetie replied. “Instructions on how to use six wooden planks, four-by-eight plywood, a box of nails, four cans of paint, and four brushes.”

So next up was a trip back to the library

“"Ghosts, Goblins and Ghoulish Figures"?” Twilight read the title of the requested book as Spike places it in their cart with all of their other supplies. “Good heavens, girls. What do you need a book like this for?”

“You'll see.” Scootaloo replied. “Thanks, Twilight. We'll give it back as soon as we're done with it.”

“What do you think they're up to?” Kion asked the unicorn if she has an idea.

“I have no idea and I don't know if I should be excited or scared to find out.” Spike answered that they are lost on their mysterious plan for the upcoming talent show.

“Me neither.” Bunga added.

“No question about that.” Twilight couldn’t have said that any better.

“I'm glad we're doin' this as a team.” Apple Bloom then said to her companion as they got back to their clubhouse.

“Me too.” Sweetie Belle added in agreement. “Um... so what are we doing again?” She then asked as she forget what the plan was.

“A super awesome dramatic song for the talent show, of course.” Scootaloo answered.

“Right!” The little unicorn now remembered as she briefly dragged the fabric over her like a cape. “With super-cool scenery. And amazing costumes!”

“And mind-blowin' dance moves.” Apple Bloom added while standing on her backlegs

“This is gonna be soo amazing!” Scootaloo declared as she could not wait until the day of the show to come.

“Sweetie Belle, I think you should be a singer.” Apple Bloom proposed to which she didn’t express comfort at the idea.

“What? No way I'm singing in front of a crowd. Twilight said to do something we like to do, and I'd like to be like my big sister, and she's a designer.”

“Fine then.” Scootaloo accepted. “You can do the costumes and the scenery.”

“And Scootaloo, you're great in maneuvers on your scooter. So you should do the choreography. Y'know, all those dance moves.” Apple Bloom then proposed to her to which she started to nod but then shook her head.

“Nah. I'd rather sing a wicked rock ballad.” She presented a microphone Why don't you come up with the dance routine, Apple Bloom?” She then proposed to her.

“Hm...” The pink bowtied filly thought with a hoof on her chin. “I'm not much of a dancer... but I do like Kung-fu. That's kinda like dancin'. Hi-ya! Hah! Hah! Yah!”

She then demonstrated so moves to which Scootaloo had to dodge to avoid getting accidentally kicked.

“Then it's settled!” Sweetie said seeing that everything is decided. “Let's get started.”

The three all went outside to prepare for their act.

“One... two... three...” Apple Bloom counted as she tried to teach herself to dance but lost her balance and accidentally fell on the peagsus’s tail.

“Ow, Apple Bloom! What are you doing?”

“Oh, I feel like I have four left feet.” She apologized as her friend helped her up. “I can't even spin right.”

“Don't be silly.” She encouraged her not to give up. “You just gotta keep your head forward until the very last minute, like this.” She then demonstrated spin maneuver of her own. “See? Easy-peasy. You just gotta practice a bunch, that's all.”

“Wow! That does look easy.” Apple Bloom liked what she saw. “Thanks. Okay. Let's try this again.” She attempted more graceful moves only to lose her balance again. “Oh! Ouch! Ow. I'm okay!”

“Keep practicing!“

“Will do.”

Later Scootaloo finds herself struggling to come with the song lyrics at the same time Sweetie Belle is struggling with their fabric

“We fight the fight, walk the walk. Talk the talk, eat the... uh... food like a celery stalk?” She ran in her head before getting frustrated and then banged her head on the piano. “Ugh! I'll never come up with anything! Never, never, never!”

“Come back! Come back!” She called out and complained as the fabric rolled out on top of the piano. “Uh. Dumb fabric.” She said before turning her attention back to the pony next to her. “Hey, Scoot! How's the song going?”

“Pbbbt.” She emphasized while sticking her tongue to which the unicorn repeated as she sees she is struggling.

“Pbbbt? Oh my! Sounds serious.”

“I'm just no good at lyrics. Coming up with words is, like...really hard.” She admitted.

“Oh, it can't be that bad.” She insisted otherwise as she took a look at what she came up with so far. "With our cutie marks we'll rock Equestria. We use our stomachs to... digestia"?” Scootaloo returned an awkward grin in response. “Umm... well... these are... um... good, but... how about after "we fight the fight"...” She then proposed a few lyrics of her own which really sparked her interest.

“There is nothing that we fear

We'll have to figure out what we'll do next

'Til our cutie marks are here.”

“Wow! That's so awesome! Did you just come up with that now?” She asked.

“Yeah... kind of.” She honestly replied.

“Thanks, I'm totally using that.”

Just as Scootaloo jotted in down, they noticed that the roll of fabric was rolling down the hill and into the lake.

“Oh no!” She exclaimed as the fabric got all soaked up to which she desperately resorted to hanging on a dry rack to try to salvage it.

While she was letting it dry, she got back to work on sewing the costumes.

“One, two, three, four, five?” She counted to which she moaned upon realizing she sewn on an extra leg on the costume.

At the same time, Apple Bloom was still having little success with her attempted dance improvements as she fell onto the ground.

“How's the spin coming along?”

“I think I gotta just stick to punches and kicks.” Apple Bloom replied as she looked at the costume the unicorn had just designed. “You know, ponies only have four legs.” She asked to which Sweetie groaned at the hopeless of getting this done right.

“I'll never be a designer like my sister Rarity.” She lamented.

“Hey, it's no big deal.” She assured. “Why don't you use the dress form? It'll help you with your patterns and help you put all the pieces in the right places.

“Oh, is that what that's for?” Sweetie realized as she saw the mannequins while Apple Bloom got a look at the background props and paint used which looked rather muddy and brownish.

“Uh... maybe you should also clean your paintbrush between each color.” She also suggested.

“Oh, I was wondering why all the colors looked like mud.” She said with another realization in light.

“You're not using power tools, are you?” She also asked.

Later Applejack decided to check up on the girls along with Beshte and Ono who both wanted to see for themselves for what they had in mind for the upcoming talent show.

“I can’t wait to see this talent show. It’s right around the corner.” Beshte expressed his excitement already.

“I wonder what acts we will see then.” Ono wondered while just as eager to see the show.

“I wonder how the fillies are doin'.” Applejack wondered as they made their way to the clubhouse.

“I’ll fly up first.” Ono said as he flew up to the window up front where he sees their personal rehearsal. But he wasn’t expecting what he saw next.

“What’s going on up there?” Beshte asked as Applejack joined Ono on the deck as she too saw why he was getting jaw dropped at their costanted bumping and trying to get their off-set chemistry together.

“Oh! Sorry, Scootaloo.”Apple Bloom apologized for accidentally bumping into the peagsus.

“That's okay. Ugh!” She then accidentally bumped into Sweetie Belle.

“Oops! Sorry, Scootaloo. Ouch!”

“Oh, my bad, Sweetie Belle.” She apologied again. “Let's sing the chorus again!”

The two then head off of the balcony back onto the ground still stunned.

“Well, gosh. Sure wasn't expectin' that.” Applejack voiced her thoughts.

“Me neither.” Ono said too still trying to understand what he just saw.

“Was it bad?” Beshte asked as the Cutie Mark Crusaders come outside.

“I think that sounded pretty good.” Apple Bloom voiced her thoughts.

“Me too.” Sweetie Belle voiced the same thoughts. “You think we're ready?”

“Ready as we'll ever be.“ Scootaloo felt pleased as the others as they see the three visitors. “Hey! Did you see us practicing?” She asked them.

“Uh...yeah.” Applejack honestly yet awkwardly replied.

“Well? How'd we do? How'd we do?” Her little sister eagerly asked.

“Uh...” She hesitated to give a straight answer to which Scootaloo interpreted it as…

“Speechless!” She took it as. “See, girls? I told you that's what we're gonna do. We're gonna leave them speechless.”

“Yay!” The young ones cheered as.

“"Speechless" is right.” She could only say unable to have the heart to hurt them with brutal honesty.

“Couldn’t have said it any better.” Ono added as they still don’t have any words to describe as Beshte wondered of how well they’ll actually do.

Soon enough, the night of the talent show came as many ponies have come to see it with some of the members of the Guard there to help out as volunteers.

During the show was an act put on by Snips and Snails, a magic act as Snails places a top hat over a small rabbit on the table.

“...And, on the count of three, this rabbit will disappear, and something tasty will reappear in its place.” Snips said to the audience. “A one, a two, and a three!” He lifted the hat where the rabbit had disappeared but to his surprise there was nothing under the hat. “Hey! Where are they? Snails, where are the... carrots.”

Turns out Snails didn’t place them where they shouldn’t have gone during the act and instead ate them as he is currently munching on them.

“SNAILS!” He scolded him as he angrily chased after him just as Cheerlie came onto the stage to announce the next act.

“Uh, how about a round of applause for the S&S magic act?” Cheerlie told the crowd as they all did so but found their antics pretty funny. “Now for our next act, we have Sunny Daze and Peachy Pie reciting their favorite poem... on roller skates!”

“Break a leg!” The white-furred unicorn called out to them.

“Sweetie Belle! What a thing to say!” Apple Bloom scolded her thinking she really meant to say that to them.

“No, no, no. You see, in the theater it's considered bad luck to say "good luck". So you say "break a leg" instead.” She clarified just as Twilight and Kion came over to wish them luck.

“My little ponies! How are you doing?” The older unicorn asked them.

“Nervous...” They all replied.

“Don't worry.” Kion assured them. “You're gonna be amazing.“

“Remember, just stick to what you know best. I can't wait to hear you sing, Sweetie Belle.” Twilight reminded and voiced of what she is looking forward to seeing.

“Why does everypony always think I'm gonna sing?” Sweetie Belle voiced her annoyance.

“Actually, Twilight Sparkle, I'm the main singer tonight.” Scootaloo corrected.

“Oh?” She questioned surprised by that decision.

“And I'm the main dancer. Hi-ya!” Apple Bloom stated with a karate move demonstration.

“Oh?” Kion questioned just as surprised

“And I'm in charge of...” Sweetie Bell added.

“Costumes?” Twilight and Kion both answered in worried unison as the two lower their ears.

“And sets and props. How'd you know?” She then finished.

“Really, girls? Are you sure...?” Twilight tried to convince them to reconsider their approach a little too late as Cheerliee called them to the stage.

“Cutie Mark Crusaders, you're on next. Break a leg.”

“Break a le—“ Twilight started to repeat until Apple Bloom accidentally tried before continuing. “Uh... good luck!”

“This should be interesting.” Kion commented seeing the mix-up in their upcoming performance though they do worry this might end badly for them considering the choices they made for their routine.

The music began playing in the background as the stage curtain opened as Scootaloo’s face emerged from the darkness on the stage as she begins their song.

“Look, here, are three little ponies,

Ready to sing for this crowd,

Listen up, 'cause here's our story

I'm gonna sing it.”

“Very loud!”

The other Cutie Mark Crusaders sang together in front of the bewildered crowd of ponies as Applejack lowered her ears in embrassment.

“So that’s what left you both so speechless?” Beshte whispered to Ono and Applejack as they both nod their heads with wide-eyed shock.

“Uh-huh!” They both said together unable to deny it as Scootaloo continued singing on a small podium.

“When you're a younger pony

And your flank is very bare

Feels like the sun will never come

When your cutie mark's not there

So the three of us will fight the fight

There is nothing that we fear

We'll have to figure out what we'll do next.”

Scootaloo sang as Apple Bloom danced while Sweetie Belle raised a wooden sun up into the stage background. Apple Bloom did some of her karate moves while Sweetie Belle dropped spiders and ghost props as they hang from the ceiling.

“'Til our cutie marks are here!”

The three sang together.

“We are the Cutie Mark Crusaders

On a quest to find out who we are

And we will never stop the journey

Not until we have our cutie marks.”

The three sang together as Scootaloo fell off of the podium while Sweetie Belle accidentally released a cloud cover that obscured them from sight aside from their silhouettes to which she and Apple Bloom accidentally crashed into each other. As Sweetie Belle starts to see their performance is starting to go off track here she tried to quickly run on the stage with the clock prop only to trip when Scootaloo accidentally placed a hoof in her path.

“They all say that you'll get your mark

When the time is really right

And you know just what you're supposed to do

And your talent comes to light

But it's not as easy as it sounds

And that waiting's hard to do

So we test our talents everywhere.”

Scootaloo sang the spotlight shined on Apple Bloom instead on her which captured her karate kicking a hoof into a stage prop by accident while Sweetie Belle was just able to get the blue spotlight shining on the peagsus’s face.

“Until our face is blue

We are the Cutie Mark Crusaders

On a quest to find out who we are

And we will never stop the journey

Not until we have our cutie marks

We are the Cutie Mark Crusaders

On a quest to find out who we are

And we will never stop the journey

Not until we have our cutie marks!”

The three all sang together their fan went out of control and blew them aside with their props falling apart just as their song ended despite Sweetie Belle’s best efforts to hold them up.

After a moment of silence the crowd laughed at the performance finding it very funny rather than the applause they expected to which left the fillies mortified.

“Wow. That did not go as well as I expected.” Scootaloo commented to the other Crusaders as they walked off the stage in shame.

“I can't believe they're laughin' at us.” Apple Bloom couldn’t believe that happened.

“Was it that bad?” Sweetie Belle asked.

“Back on stage, girls. It's time for the awards.” Cheerlie told them as Spike and Bunga walked alongside with her.

“Back on stage? No.” Sweetie Belle refused.

“They'll just laugh some more.” Apple Bloom added.

“Yeah, what's the point?” Scootaloo voiced they have no reason to be further embarrassed.

“Now girls, let's be good sports. You made a great effort. You should be proud.” She commended them before leading back onto the stage. “Now come on!”

“You might be surpised to see what’s truly in store for you all.” Bunga added as they made their back on stage.

“Let's hear it for all our talented fillies and colts.” Cheerlie announced as the crowd gives them stomping hooves of applause while the Cutie Mark Crusaders all try to tip toe away from the stage.

“Our first award goes to... Snips and Snails for best magic act.” Cheerlie announce as the two are given three-star shape medals courtesy of Spike and Bunga.

“Hey! Mine's at least shinier.” Snips commented.

“Well, mine's bigger.” Snails felt the need to voice his input as they argued as the three just shake their heads.

“Oh yeah, well... well, mine is, um... heavier?”” Snips argued back as they left.

“The next award goes to... Sunny Daze and Peachy Pie for best dramatic performance.” Cheerlie then announced as the two fillies were given medals that were drama mask shaped on them to which they both felt pleased with their accomplishment.

“And finally, the last award of the night goes to... “ She started as Applejack started to get worried for her little sister while she and her friends brace themselves for impact. “…the Cutie Mark Crusaders!” Cheerlie then announced much to their surprise.e

“What?” They said in surprise.

“For best comedy act.” Cheerlie finished as everyone cheers and applauds them while Spike and Bunga give them medals that are shaped in the form of fool’s hats.

“Congratulations, girls.” Bunga said to them as they trotted off of the stage.

“Can you believe it? We won!” Apple Bloom exclaimed in astonishment that they won something after all.

“I knew our act was awesome.” Scootaloo said as she felt had no doubts about it.

“You know what would be the best?” Sweetie voiced her thoughts. “If we won and we got our cutie marks.”

The three quickly take off the costumes to see if they did, but alas, they didn’t leaving the three sighing in disappointment.

“Congratulations, ponies! Job well done.” Twilight praised them as she and Kion walk over to commend them for their performance.

“Thanks, Twilight.” The three sadly returned.

“What’s the matter?” Kion asked. “Shouldn’t you all be excited that you all won?”

“We worked really hard and won a prize, but we still don't have our cutie marks.” Scootaloo responded with a sigh.

“Which is the prize we really wanted.” Sweetie added.

“Oh, girls...” Twilight sympathized with their true pursuit.

“But we think we know why.” Apple Bloom then said with a now positive attitude.

“Yes. We know why.” Sweetie Belle added.

“Oh? Tell me. I'd love to make a special report to the Princess.” Twilight was all ears for that.

“Well, maybe we were trying too hard.” Sweetie Belle started.

“Yes? And?” Twilight said while encouraging them to expand on it more.

“And instead of forcing ourselves to do something that's not meant for us...” Scootaloo added.

“Yes? Yes?”

“We each should be embracing our true talent!” Apple Bloom then added.

“And that is...?”

“Comedy!” The three answered as the two both have their ears lowered with bewildered expression as that wasn’t the answer they were expecting just as Applejack, Rainbow Dash, Rarity, along with the rest of the Guard appeared to congratulate them for their accomplishment.

“Apple Bloom! You did it!” Applejack started as the three approach their big sisters

“Did you see our award? Weren't we funny?” They all asked them.

“You sure were!” Beshte complimented them as Kion and Twilight both shake their previous expressions off as they just let it slide coming to terms that they’ll get the true message they need to learn eventually.

“One day...one day...” Twilight said as she giggled and glanced aside.

Episode 25: Stare Master

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Episode 25:

Stare Master

At the Canterlot Boutique, Rarity is currently running around very frantic as she tries to get everything together with Ono to assist her.

“Where'd I put that? Ohh, I thought I already...“ Rarity said while her little sister Sweetie Belle, a small young unicorn with white fur, and a curly pink and purple colored mane and tail, watches wanting to do something about it.

“Right here.” Ono handed her a couple buckets of gems before fetching her yarn.

“Ohh, and I can't forget I've got to... oh, how am I ever gonna get this done?” She then stressed as she drops the yarn Ono handed her.

“Are you sure I can't help?” Sweetie Belle offered. “I could…”

“No!” Rariy firmed answered as she ran ahead to fetch more supplies.

“Maybe just a—“ Sweetie tried to speak.

“No thanks!”

“How about—“

“Just stand over there.”

“But—“

“Where you'll be out of the way.” Rarity ushered her to stand aside. “Ribbon, ribbon! Where's the ribbon?!” She wondered as Ono fetches it for her.

“I got it!” Sweetie quickly moved over to where Ono is flying as they eye the same spool of pink ribbon on it to which she insisting on getting from the top shelf from standing on one hoof from a stool while bending over a sewing machine.

“Be careful!” Ono tried to warn her a little too late as even though she managed to reach it she ended up causing a huge mess in her workshop that left everything scattered with the mannequins knocked over, with fabric, paper, and yarn all spread out on the floor.

“Um, I-I'll just go and stand over there, where I'll be... out of the way.” Sweetie Belle said as she decided to do so after seeing that the mess she created before the unicorn could explode in fury at her leaving the poor unicorn sighing as Ono just remains speechless.

The good news after a short amount of time they were able to clean up, the bad news they still have to watch over Sweetie Belle who is currently standing aside while further behind on schedule.

“Won't you at least let me help you clean up?” Sweetie tried to offer to make it up to her.

“No. You've helped me quite enough.” Rarity irritably answered as she picked up the last of the yarn.

“I'm sorry, sis!” She apologized while looking at her blank flank. ”I just thought that if I could help, I might find my special gift and finally earn my cutie mark.”

“I understand. It's just that...” She calmly acknowledged and sympathized as Ono writes up a schedule and plan for her to go on. “I need this time to fill this order without any... complications.” She said as she went to straighten up a mannequin while Sweetie looks down in disappointment. “Okay, all done. Now, back to work. I've lost a lot of time, and I cannot have any more interruptions.” She then moved to working on her sewing machine with Ono watching over until they heard the doorbell ring.

“Oh, what now?!” Ono irritably asked as he moved to answer the door where he is greeted by Fluttershy with a basket in tow.

“Oh, sorry.” She apologized. “I thought the "open" sign meant you were open, but I must have been mistaken.”

“Fluttershy! Forgive me!” Rarity returned with an apology to as she approached her. “I was so wrapped up in my work that I forgot you were bringing Opalescence back from her grooming!”

“No worries, Rarity.” Fluttershy assured her it’s no biggie. “I've left her there in the basket.”

Opal then emerged from her basket with her white fur coat now sparkling and shiny clean.

“Oh, she looks great!” Rarity admired the job she had just did. “I just don't understand how you're able to do it! I can't get near her without getting a swipe from her claws.”

As soon as she moved to get close to her as she nuzzled Fluttershy, she hissed at her owner while nearly slashing her on the cheek.

“Rude.” Ono remarked in annoyance.

“Did you use... the Stare on her?” Rarity worryingly asked.

“The Stare?” Ono questioned very curiously.

“Oh, no! I wouldn't! I couldn't! I-I don't really have any control over when that happens. I-It just happens.” Fluttershy uneasily responded. “No, I'm just good with animals. It's my special gift, you know?” She then focused on the cat giving her affectionate attention as she nuzzled it.

“Well, you should have a picture of Opal as a cutie mark instead of those butterflies.” Rarity said jokingly with a wink at her friend as Sweetie Belle got an idea.

“Ooh, ooh, oh, oh, oh, oh! Maybe I can be good with animals, too!” She suggested to which Opal frowned to her and slashed one of the curls from her mane. “Or not.” She said as the cat evilly smirked in her direction as she turned away to which both Fluttershy and Rarity share a laugh over it.

“Rarity, I’d hate to interrupt but we still have a schedule.” Ono reminded her.

“Right.” Rarity returned as she moved to get back to work. “I'm sorry I can't invite you to stay and chat, Fluttershy. I've bitten off a bit more than I can chew with this order.”

“But you're not eating anything.” Sweetie pointed out.

“No, Sweetie, it's an expression.” Rarity kindly corrected her. “It means that I've taken on more work than I can handle. I've got twenty of these special robes to make tonight! They're due in Trottingham tomorrow morning.”

Rarity and Ono pull out a golden silk fabric to which Fluttershy awed at the sight of the sparkling fabric. “See? I've lined them in a special gold silk. It took so long to make, but I think it adds just the right touch, don't you?”

“These are lovely.” Fluttershy responded as she observed it. “But twenty by tonight? How will you get it all done?” She asked.

“Well, I, uh...” Rarity struggled to explain as Sweetie Belle spoke up.

“Oh, oh, oh! Maybe I could...” She offered until her sister coldly stared at her. “…just... just stand over here and watch.”

“I'll manage.” She assured her. “Plus I’ll have Ono helping me out the whole way.”

“Well, maybe I should get out of your mane so you two can work.” Fluttershy moved towards the door when two other fillies rushed inside.

“Hi, Fluttershy! Hi, Rarity!” The two girls greeted as they ran inside.

“Hello, uh, girls...” Rarity somewhat surprisingly returned.

“Hey, Sweetie Belle!” The two eagerly greeted her.

“Scootaloo! Apple Bloom!” She responded now very happy to see them.

These two filies have known each other recently ever since defending Apple Bloom from Diamond Tiara and Silver Spoon, two rich and obnoxious ponies known for their high social status, at the former’s Cutie Ceanera Party just because she doesn’t have her cutie mark yet.

Because of the special bond the three share together, they have named themselves the Cutie Mark Crusaders with their number one goal set out to finding out their special cute-mark worthy talents together.

“You ready for tonight?” The orange-furred and purple maned filly asked.

“Yup! Cutie mark planning session is a go!” Sweetie answered with a salute.

“Tonight is the night we each try to find our own special talent.” Apple Bloom announced.

“Even if it takes us all night!” Scootaloo added.

“I'm ready! You ready?” Applebloom asked Scootaloo.

“Very ready!“ Scootaloo answered confidently.

“Cutie Mark Crusader sleepover at Rarity's! Yay!” The three shouted loudly together to the point Ono had to cover his ears while Rarity and Fluttershy cringed at their very loud volume.

“And... look what I made us!” Sweetie Belle showed them a dark red cape with a blue shield and gold patch on it.

“Oh, wow! That's so cool! Oooh!” The two marveled at her creation.

“What does that patch on your cape mean?” Fluttershy asked as she got a good look at it.

“The Cutie Mark Crusaders! Yay!” The three shouted again causing Fluttershy to cringe again.

“We're on a crusade, a mission!” Scootaloo said.

“To find our cutie marks!” Apple Bloom added.

“Yup. And look. I lined them with this special gold silk. It took sooo long to make, but I think it adds just the right touch, don't you?” Sweetie Belle finished as she showed the gold sparkling fabric underneath the cape.

As the other two young ones awed at her creation, Rarity’s eye twitched as Ono’s eyes widen in horror as the former quickly ran over to her sewing table and saw the patches on the gold fabric she was going to use for her order.

“Uh-oh.” Was all Ono could say as Rarity flipped her lid.

“Sweetie Belle! What have you done?” She asked of the nervously smiling filly. “That was the last of the gold silk! Oh, now I'll have to make more! Oh, I hope I can make more. I'm gonna have to work all night! Which means... Sorry, girls, I'm

“What?!” Sweetie Belle exclaimed in shock.

“I just won't have any time to watch you if I want to get these robes delivered on time.” Rarity answered apologetically.

“But—“

“No buts this time. I'm sorry, Sweetie Belle. It's just the way it has to be.”

“Awwww...” The three groaned in disappointment.

“I, uh, I suppose I could take them for the night.” Fluttershy offered as the three perked their heads up hearing this.

“I couldn't ask you to do that.” Rarity responded unsure about that as the three turn to Fluttershy.

“Oh, it's no problem at all.” Fluttershy insisted otherwise.

“Have you met my sister and her friends?” She reminded her. “A problem is all it would be.”

“Did I have a problem with Opal?” Fluttershy brought up. ”You've seen how well I handle small creatures!”

“I suppose that's true... and I do have a lot of work to do...” Rarity acknowledged.

“Come on, it'll be fun.” Fluttershy again insisted to entrust her with this.

“I assure you, they're quite a handful.“ Rarity warned her.

“These sweet little angels?” She said as the three innocently smiled together.

“Well... all right.” She conceded as the three little ones cheered loudly together again.

“Cutie Mark Crusader sleepover at Fluttershy's cottage! Yay!”

The three then all rushed out the door.

“So cute.” Fluttershy complimented as she followed after them. “W-wait for me!”

As soon as they left, Rarity turned to Ono.

“I’m going out to quickly fetch what I need to make this order.” Rarity told him. “In the meantime, be a dear and help organize the place for me so we can get this order done efficiently with swift time, would you?”

“Of course, Rarity.” Ono agreed as they both set out to do so while wondering how Fluttershy’s babysitting venture will turn out.

Outside in Ponyville, the three filies all run ahead while very excited they can still have their sleepover while Fluttershy flies after them.

“Oh, won't this be ever so fun?” Fluttershy thought of the fun they’ll have together. “We can have a nice little tea party, and braid each others' tails, and sit quietly and color, and tell each other fairy tales, and—“

Unfortunately, while she was speaking her mind off the Cutie Mark Crusaders have all ran off far ahead and ended up spinning Twilight as the three stopped at a nearby wishing well.

“Hello, Fluttershy.” She greeted her.

“Oh! Hello, Twilight. Where are you off to?” She asked.

“I'm heading to the Everfree Forest to Zecora's to get some of my favorite tea.” Twilight replied.

“Th-The Everfree Forest?” She shuddered at the very name of the place. “Ah, you'll be careful, won't you?”

“Of course! Kion’s going be there waiting to escort me.” She answered. “Even though I said the same to him I’ll be fine on my own he still insists on not wanting any of us going in there alone. How about you? What are you doing with the girls?”

“Rarity has a big order to fill tonight, so I volunteered to take the girls over to my cottage for a sleepover.” She responded as she landed in front of her.

“Wow. Sounds like everypony has their hooves full today. Taking care of those three fillies all by yourself? You sure you can handle it?”

“What? These sweet little angels? They'll be no problem at all.” Fluttershy assured as the three run up to her while smiling innocently again.

The four then made their way to Fluttershy’s cottage so the young ones can have their sleepover after some time the nighttime sky covered all of Ponyville and Fluttershy has just closed the doors after her to lock up for the night.

Of course given the three hyperactive and energetic antics of the trio they waste no time and rushing over and over from various parts of the home to the next.

“Wow! Look at this place! What's that? Are those chickens?” Scootaloo questioned as Fluttershy begins to wonder how to approach this.

“No... problem at all.” She quickly assured herself before addressing the girls. “Okay, girls, uh, what should we do?”

“I'm gonna get my mark first!” Scootaloo said while ignoring Fluttershy.

“Girls?”

“Nuh-uh!” Sweetie Belle spoke up.

“Should we—“

“I am!” Apple Bloom spoke up as they both ignore their caretaker trying to get their attention.

“Girls, okay, now settle…” Fluttershy tried to gain control of the situation as they inadvertently alarm and wake up Angel from her sleeping spot.

“I'm staying up all night!”

“Me, too!”

“Me, three!”

The three continued to ignore her.

“I-I know you're excited, but— girls…” She sees that they are still ignoring her as they start to get in precarious situations such as sticking their heads in a bird house and standing on a tilting chair to which she is quick to stop them from hurting themselves. “Oh, oh, careful with the— oh, ah, girls—.” She then maintained her composure as she blew aside a strand of loose hair from her mane that got loose back into place. “So! What do you wanna do? Play a game?” She offered something else in an attempt to reign in their excess energy.

“We are the Cutie Mark Crusaders!” Scootaloo replied.

“And we want to crusade for our cutie marks!” Apple Bloom added.

“And, and, and, we, um— yeah! What they said!” Sweetie Belle struggled to come up with something new to say.

“Mmm, I don't know... how about a nice quiet little tea party?” Fluttershy nervously offered instead.

“Or... we could go adventuring in the Everfree Forest!” Scootaloo proposed to which the other two girls immediately liked the idea.

“Yeah!” They shouted as they moved to run out of the house and towards the direction of the forest.

“Oh, no! The Everfree Forest is much too dangerous.” Fluttershy immediately voiced that’s out of the question as she halts them before they can go outside. “It's filled with far too many strange creatures.”

“But you could go with us and we could catch those creatures.” Sweetie Belle pointed out. “We could be, umm... creature catchers!”

“Yay! Cutie Mark Crusader creature catchers!” The three again shouted, further damaging Fluttershy’s hearing before Scootaloo and Apple Bloom don a carpet and basket so they can pose as one of the monsters together.

“Arrrr! I am a dangerous creature from the Everfree Forest! Rrrarr!“ Scootaloo said while making noise as Sweetie Belle decides to play along with it after a moment of confusion.

“Halt, dangerous creature of the Everfree Forest. I am Sweetie Belle, the creature catcher, and I'm here to catch you!”

“You can never catch me! I am far too powerful and dangerous!”

“You cannot run from me!”

“Raaaar!” She said as they starting chasing each other around as Fluttershy again tries to reason with them to calm down before they break something to no avail.

“Um, oh, maybe that's not such a— now, girls, how about we do some nice coloring?“

“Come back, dangerous creature, so I can catch you!”

“Never!”

“Enough!” Ono called out to the girls as he appeared before the three who all immediately stop what they were doing and sit down on their flanks as they obey.

“I know you three are excited and all but you three need to calm down and listen to Fluttershy because for the next twelve hours she is your legal guardian.” He sternly scolded the three. “Now I believe you all have something to say to her.”

“Sorry, Fluttershy.”

Sweetie Belle, Scootaloo, and Apple Bloom all apologized in that order.

“Oh, girls, it's okay. I—“ Fluttershy returned unable to be mad at them before they got another idea in their heads.

“I know! We could be Cutie Mark Crusader carpenters!” Apple Bloom proposed.

“Girls!” Ono again kept up her stern attitude to stop them in their tracks once more.

“Thanks, Ono.” Fluttershy greatly appreciated it. “But what brings you here? Shouldn’t you be helping Rarity?”

“I am.” Ono replied. “Since she is now at the point she doesn’t need my help for the moment I decided to take a little break to fly around for a little while. And since I was out here I thought I drop by to check up on you. To see how babysitting them is going.”

“Well these three are quite a hoof-full.” Fluttershy admitted as she sees the kids bouncing around a lot.

“Indeed.” Ono acknowledged what troubles she is going for. “If I could offer a word of advice, just speak up and assert yourself, tell them you are the boss, and tell them they have to listen to you.”

“Are you sure about that?”

“Affirmative.“ He nodded. “Trust me when I tell you this before they run into something afoul. Your hourse. Your rules.”

“I don’t know?” She voiced uncertainity of imposing this on them. “They’re such sweet little angels.”

The three fillies all innocently smiled again hearing that compliment as they sit on the nearby couch.

“Uh-huh.” Ono returned unconvinced. “Well, if you want them to listen to you just speak up. But for now I gotta go back and check up on Rarity and make sure she isn’t sobbing her heart out like last time.” He said as he moved to fly out. “I’ll drop by and check on you later.” He promised as he flew out the way leaving Fluttershy to tend to the kids alone again.

“Well, now that we've gotten that out of the way, how about a game?” She offered to them.

“A game?” Apple Bloom questioned.

“It's called "Shhh!"”

“What's that?” Scootaloo asked.

“Well, it's a game about who can be quiet the longest.” Fluttershy explained as they all frowned in response. “Sound fun? I'm the world champ, you know. I bet you can't beat me!” She started the game by trying to hold her breath in.

In no time flat, the three immediately saw it as too boring of a game to play.

“I lose!”

“Me too!”

“Me three!”

The three immediately forfeited much to her dismay as they resumed bouncing their ideas around.

“Okay, now what can we do?” Scootaloo asked as she hopped on a chair.

“Oooh! How about Cutie Mark Crusader coal miners?” Apple Bloom proposed as she appeared from under the fire place.

“Yeah!” The girls cheered in agreement.

“No!” Fluttershy protested.

“Awwww!” The girls exclaimed in disappointment.

“I mean, it's time for bed, don't you think?” She then suggested as she calmed herself and brighten her smile as the trio frowned as they walked away. “Aren't you excited to get all toasty and warm in your snuggly-wuggly widdle beds?”

“Snuggly-wuggly? But we have more crusadin' to do!” Apple Bloom responded.

“We've got plans!” Scootaloo added in agreement.

“And capes!” Sweetie Belle added as she unveiled the capes she had made before walking up the stairs courtesy of Fluttershy’s urging.

“Um, okay, um. Maybe the crusading can wait until morning? When it's light? And not so... dark?”

Even though Fluttershy knows of how much they want to find their true special talents, Ono is right. She has to know when to draw the line before they get hurt or worse.

“How are we gonna find our special talent in our sleep?” Apple Bloom asked as Fluttershy blew the nightlight candle out.

“Maybe you'll have a lovely little dream about your special talent.” Fluttershy answered and recommended.

“But we're not even tired!” Scootaloo stated in protest.

“How about I sing you a lullaby?” She offered.

“Mm-hmm, yeah!” They answered together ready to listen to what she has to offer.

“Hush now, quiet now

It's time to lay your sleepy head

Hush now, quiet now

It's time to go to bed.”

She sang as Scootaloo and Apple Bloom started to find it soothing and relaxing.

“I know this one!” She exclaimed.

“Oh, how wonderful! Why don't you sing it with me?” Fluttershy responded and offered as she eagerly hopped out of bed.

“Hush now! Quiet now!

It's time to lay your sleepy head!

Said hush now! Quiet now!

It's time to go to bed!”

She sang a more loud and rock-beat tone of voice.

“Okay Sweetie, that was...” Fluttershy tried to speak to her on deaf ears.

“Driftin' (driftin') off to sleep!

Exciting day behind you!

Driftin' (driftin') off to sleep!

Let the joy of dream land find you!”

“Thank you Sweetie, um...” Fluttershy tried to speak to her which still isn’t getting her to stop as some of her belongings start to fall off of shelfs.

“Hush now! Quiet now!

Lay your sleepy head!

Said hush now! Quiet now!

It's time to go to bed!”

She finished singing as the loud volume ended up waking up the chickens and was heard all the way to Canterlot Boutique which got Ono’s ears perked up upon hearing.

“Looks like it’s time to check up on them again.” Ono said with a resigned tone as he flew out to do so.

“What is that?“ Scootaloo asked as she and the girls got out of bed to see what commotion is going on outside while Fluttershy’s back was turned.

“Girls!” She called out to them from the window.

“Fluttershy, your chickens are on the loose!” Apple Bloom commented on the now awake chickens.

“I wonder what could have caused that...” Sweetie Belle questioned as she is met with glares from the other Crusaders since she obviously did it.

“Don't worry, Fluttershy, the Cutie Mark Crusaders will handle this!” Scootaloo vowed.

“Cutie Mark Crusader chicken herders! Yay!” Sweetie Belle announced as they all happily run off to do so.

“No, I don't think that's a— ah, come back! Please!” Fluttershy softly called out to the girls as they proceeded to play around with them leading to Fluttershy to fly over to the chicken pen to get them to stop.

“Come on, girls, the chickens are fine…” She unsuccessfully called to them before finally taking Ono’s advice and shouted “... girls!”

As soon as she shouted that the girls immediately stopped in their tracks.

“Come on, in you go.” She gently ushered the chickens back inside even going as far as unleashing a powerful and stern glare at the chickens that refused to cooperate which terrified them into submission as they quickly ran inside.

“There's some good chickens.” Fluttershy commented before turning back to the Crusaders. “Okay, you three. Isn't it about time you got into bed?”

“But—“ The three tried to protest.

“Please?” She kindly asked of them to which they all relented without another word as they let her tuck them into bed.

Ono who was just flying over Fluttershy’s cottage happened to witness the whole scene and since it is clear that Fluttershy has this under control for now he decides to fly back over to Rarity’s.

“Well done, Fluttershy.” Ono complimented from afar before flying back.

“So, no more crusading for tonight, all right?” She asked one more time of the girls.

“Yes, Fluttershy!”

“We promise, Fluttershy!”

“Good night, Fluttershy!”

The three girls agreed while quieting eyes as Fluttershy leaves the room.

“Okay, good night.”

As soon as Fluttershy leaves the room, the Cutie Mark Crusaders all opened them ready to resume where they left off.

“Okay, so what kind of crusading do we do next?” Sweetie asked.

“There's not much we can do from this room...” Apple Bloom pointed out. “unless we become Cutie Mark Crusader cottage cleaners.”

“N-no, thanks.” She replied not interested in cleaning.

“Well, we have to think of somethin'.” Apple Bloom brought up. “We can't just waste this opportunity to find out what our special talents are before noticing something outside. ”Hey, girls! Look! Some of the chickens may have escaped!”

“Into the forest!” She pointed out to the opening in the fence along with the chicken tracks on the dirt as they see another opportunity for themselves.

“Cutie Mark Crusaders chicken rescuers are go!” They quietly cheered to avoid alerting Fluttershy as they don their capes and proceed to sneak out of their room.

“It really wasn't that hard...” Fluttershy said to herself as she started to relax and fall asleep on the couch while the kids hid from behind before sneaking out the door as she starts to sleep. “I mean, all I needed to do was just show them who's in charge. Nothing's gonna get past Fluttershy! Good with animals, good with kids.”

As the girls all run outside and into the forest, Scootaloo’s cape got snagged on the fence which had a small portion torn off as Scootaloo is the last to follow.

“Wait up!” She whispered after them.

Sometime later, Fluttershy said to herself in her sleep.

“Mmm, peace and quiet.” She then opened her eyes and gasped as she then thought. “Too quiet.” True to her suspicions they were gone when she flew upstairs to check up on them before flying around outside to the chicken pen. “Girls? Girls?” “Elizabeak! She's missing!” She exclaimed as she noticed one of the chickens is gone. “Girls?!” She called out to them as she notices the trail the kids and the chicken have left behind. “Oh, no!” She said in horror as she realizes what they are doing. “They must have gone looking for my missing chicken! Which means... they must have gone into... “ She emitted a scared gulp. “The Everfree Forest!”

“Those girls have really done it this time! They've really bitten off more than they can chew! Oh, just like me!” She further went on expressing her regrets of how the situation has escalated up to this point. “I never should have offered to watch them.”

Still not giving up on the disobedient girls, she took a deep breath and flew into the forest to follow and find the girls.

“Here, chick-chick-chick-chick-chick! Brawck, bawk-bawk-bawk, brawck!” Apple Bloom called out for the runaway bird while making bird noises.

“What are you doing?” Scootaloo asked in confusion of her approach.

“Callin' for the chicken!” She answered.

“That is not how you call a chicken.” Scootaloo begged to differ there.

“Oh, and you know how to call a chicken?” Apple Bloom questioned back.

“I know that's not the way.” She retorted without an answer.

“Then show me.” She challenged back.

“I don't have to show you!” She assertively responded.

“You're just chicken!” She mocked her.

“Am not!” She said in defense.

“Oh, wait, now I know how to call a chicken!” She then said as she loudly and mockingly called out. “Scootaloo! Scoot-scootalooooo!”

“That's so funny I forgot to laugh.” Scootaloo walked off in a huff unaware a bunch of eyes from the nearby cave have opened up with daggers at the sight of the two foals.

“You also forgot how to call a chicken!” Apple Bloom smugly returned as blew a raspberry in her direction.

“Why, you...” She angrily responded before Sweetie Belle urged them to stop.

“Come on, guys, we're not gonna find the chicken or our cutie marks by arguing.”

“Maybe that's our special talent.” Apple Bloom then thought. “Arguin'!”

“Is not!” Scootaloo argued back.

“Is too!” Apple Bloom returned.

“Is not!”

“Is too! Anything yet?” She then asked while showing her blank flank.

“Nope.“

“Darn.”

The two giggled as a gust of wind blows by.

“Heeeere, chick-chick-chick-chick, baaawk, bawk-bawk-bawk-bawk-bawk-bawk-bawk, b-baaaaawk!“ Apple Bloom further called out to the astray chicken while Fluttershy continues her search for all four of them.

“Girls?” She emitted another gulp. “Girls?” She ducked as the gusty wind blew by. “Oh! Get a hold of yourself, Fluttershy.” She told herself to calm down. “Just put one hoof in front of the other.”

She then accidentally stepped on a twig as she then reacted in fright. “Ahh! What was that?”

She then accidentally bumped her flank against the tree and screamed harder than last time as she ran for her life thinking she bumped into a dangerous creature.

She ran as she saw a familiar figure in the horizon.

“Kion? I-Is that you?” She questioned as she approached him. “Oh, Kion, it is you. Thank goodness you're here. I need your help. The girls are out here somewhere, and I'm afraid that they're—“ She began to explain her situation before the cloud cover cleared the moon light to reveal a startling surprise. “Oh!” She gasped. “What's happened to you?” She asked as she tapped and reacted in horror at what had happened.

Kion has been turned to cold rock stone while postioning himself like he was using the Roar against someone when he was turned to stone.

“Oh, no! If you've been turned to stone, it must mean— oh!” She then came to another horrifying revelation. “Oh no, the girls!” She quickly flew off to save them from the danger they were about to face before uickly flying back briefly to address the petrified lion cub. “Don't move. I'll be back for you. Girls!”

Elsewhere, Scootaloo and Apple Bloom are continuing to argue as Sweetie Belle leads the way in following the chicken’s tracks.

“Is not!”

“Is too!”

“Is not!

“Is too!”

“Girls!” Sweetie shut them up. “Our special talent is not arguing. Besides, what would the cutie mark of somepony whose talent is arguing even look like?”

Before they could answer they heard Fluttershy’s voice call out to them as she flew by.

“Girls? Girls?”

“Fluttershy?” The young ones called out to her just as she landed.

“Girls! Thank goodness I found you!” She said to them in relief

“Fluttershy, what—“ Apple Bloom asked before she interrupts in an urgent one.

“Girls, we have to leave the forest at once!”

“But... we haven't found the chicken yet!” Sweetie Belle pointed out.

“There's no time for that. There's a cockatrice on the loose!” Fluttershy warned them.

“A cocka-what now?” Apple Bloom asked as she was unable to pronounce it.

“A cockatrice! It's a frightening creature with the head of a chicken and the body of a snake.” Twilight suddenly appeared as she ran up to them.

“Twilight?” Fluttershy and the Cutie Mark Crusaders exclaimed in surprise by her unexpected appearance.

“What are you doing here?” Fluttershy asked.

“After I got my tea from Zecora, I was on my way out when Kion escorted me out of the forest, we were on our way out when we ended up encountering the cockatrice.” Twilight explained as she recalled the memory of them fighting off the frightening bird.

“We were able to dodge its attacks and fight it off.” She recalled the memory of the three facing down before Kion locks eyes with the cockatrice before unleashing the Roar against the bird which sent it flying away deep into the forest while turning into stone. “Unfortunately we didn’t realize until Kion got turned into stone of what bird we truly going up against until too late when it had the body of the snake along with the head of the chicken.”

“Oh my.” Fluttershy said in worry.

“The head of a chicken and the body of a snake? That doesn't sound scary, that sounds silly!” Scootaloo dismissed the idea that a creature can look like that as they walked towards the forest instead of away.

“Why, if I ever saw one of them cockathingies face-to-face, I'd laugh at how silly it was.” Apple Bloom dared say in agreement before bumping into Fluttershy who appeared right in front of her path.

“No!” Fluttershy firmly voiced against this. “Never look one in the eye! If you look a cockatrice in the eye—“ She further attempted to explain as the girls drew their focus more on the lost chicken they had just found.

“The chicken!” Apple Bloom voiced as they ran after the bird.

“Girls! Wait!” Fluttershy called after them.

“Stop!” Twilight exclaimed as they ran after them.

“Here, chick-chick-chick-chick-chick!” The girls called after it as they pursue it.

“There he is!” Sweetie Belle pointed out to the chicken as another chicken only with red eyes appear on the opposite bush.

“Two chickens?” Scootaloo questioned in surprise seeing this.

“I thought only one escaped!” Apple Bloom questioned in confusion of why there are two instead of one.

“Grab them both!” Sweetie Belle immediately shouted as they reached to grab them only for Twilight to intercept them and drag them away with her magic.

“How about not!” Twilight exclaimed as she dragged the kids to safety as the cockatrice appears from the bushes before glaring hard at the chicken with its deathly glare that petrified it into stone.

The girls screamed as Twilight carried them to safety but not before accidentally running into the lion statue to which the kids gasped upon seeing their lion friend in this state as Twilight lets the kids free.

“See? Now we have to—“ Fluttershy tried to speak to them until they all panicked again running around and screaming.

“Girls, please. Girls— now listen to me, girls, I— please!” Fluttershy again pleaded with them as the Cockatrice appears ready to attack them as Twilight quickly blasts it away a hundred yards while she and Fluttershy shield their eyes to buy Fluttershy some time as he recovers from the attack while advancing on them.

Remembering Ono’s advice again, Fluttershy then assertively speaks to them.

“Girls! Behind me, now!” She urged them to stop panicking as they did as they were told while Twilight and Fluttershy still have their eyes closed with the former using her magic into restraining the creature while still keeping not shedding a glance at it.

Once the girls were safely behind, Twilight got in front of girls with still closed eyes, and keeping her concentration on keeping the cockatrice in her magical grasp, Fluttershy stepped forward and stood her ground against the cockatrice.

“You! Just who do you think you are, going around turning others into stone?” She scolded the bird as it squawked in dismay of her bravery thinking she is a fool for daring to challenge her while intensifying his glare at her which started turning her into stone. “You should be ashamed of yourself. I have a mind to find your mother and tell her what you've been up to, young man.” As Fluttershy tells him off he squawks in shock now sweating nervously as he doubles down on his efforts to subdue her. “Now you go over there, and turn Elizabeak and my friend Kion back to normal, and don't ever let me catch you doing this again.” She further got in his face as her body as halfway transformed while now completely terrified of the peagsus’s stare so much at his hold on the girl completely vanishes along with the stone encasing as the girls smile in awe seeing her bravery along with Twilight who sees it is safe to look now. “Do you understand me?”

The bird nervously nodded before squawking away in terror after Twilight loosens its grip on the bird.

“Are you girls all right?” She then turned her attention to the girls. “I was so worried!”

“Yeah, fine!” Scootaloo positively responded.

“Thanks to that stare of yours.” Sweetie Belle added.

“You're like the queen of stares.” Scootaloo complimented. “You're the—“

“Stare Master!” The girls all finished together.

“She sure is.” Twilight said in agreement.

“Oh, thanks, Twilight.” Fluttershy thanked with a light blush. “Although you did have a hoof in it by buying me some time there.”

“We're sorry we snuck out of the house and into the forest.” Sweetie Belle apologized for their disobedience.

“Yeah. We'll listen to you from now on.” Apple Bloom sincerely vowed.

“We promise.” Scootaloo stated that they are keeping that vow this time.

“Oh, you do, do you?” Fluttershy replied with a knowing smile. “Well, you better, or I'll give you... the Stare!” She then teasingly yet somewhat seriously warned them with one open eye directed at them.

The girls were spooked by that statement looking on at her in fright until Fluttershy started giggling as the kids along with Twilight join in as Kion walks up to them looking tired and sluggish.

“What... what happened?” He asked as they all turned their attention to the terrified squawking bird that caused all of this burying his head into a hole he had just retreated into. “Oh yeah, that’s what happened.”

Everyone then made their way back to Fluttershy’s cottage to rest of night after ensuring the runaway chicken is safe and sound back in her chicken house before they all went inside to sleep there for the night.

Fluttershy resumed sleeping on the couch while allowing Twilight to sleep with her on the couch. Kion slept on the floor right in front of the bed where the Cutie Mark Crusaders are sleeping.

After everything that had happened that night, they all deserved a good nights sleep.

The next morning, the three girls were are chasing each other around and playing with each other while Kion, Fluttershy, and Twilight sit on purple pillows while the two girls have tea with each other as the unicorn writes down her weekly friendship report with paper and a quill pen.

“And that's when it brought you back from stone.” Fluttershy recalled to the two of them as Twilight writes down that part.

“This is gonna make quite a letter to the princess. I was wrong about you. You certainly do know how to handle those girls.” Twilight said as Fluttershy briefly lowered her ears hearing that.

“Oh, I wouldn't go that far.” She humbly returned.

“Hmm? How so?” Kion asked why.

“I assumed that I'd be just as good with kids as I am with animals.” She explained to them. “Boy, was I wrong. I really learned the hard way not to bite off more than I could chew.”

“You and Rarity both.” Twilight responded as she finished up writing her letter while rolling it up into a scroll with a royal ribbon on it.

“So have I.” Kion admitted. “I should probably do more research on the creatures on the Everfree Forest before continuing escorting others through the forest.”

“It’s okay.” Fluttershy said to him. “Considering you haven’t been here as long as many of us in Ponyville you wouldn’t have known what danger was lurking in there. It could have happened to anyone.”

“That’s true.” Twilight said in agreement. “And we can arrange for a get together with you back at the library so you can learn more about them. Ono has been really learning a lot about them and Equestrian knowledge ever since we’ve started doing so.”

“I will definitely consider that, Twilight.” Kion accepted the offer as Rarity arrived to pick the girls up with Ono arriving too.

“Good morning, Rarity.” Twilight greeted.

“ Did you finish all those capes?” Fluttershy asked.

“Just delivered them.” Rarity sighed in relief. “I have to admit, if Ono hadn’t helped me and if you hadn't come along, I might not have. Thanks again. Both of you.” She thanked them as she nudged her cheek on Flutteshy’s while patting Ono’s head hair to which he slightly grumbled at having his delicate feathers messed with but accepted it since she is a friend of his.

“Won't you stay for some tea?” Fluttershy offered.

“I really must get back to the shop and clean up.” Rarity politely declined as she turned her attention to the children. “Girls! Get your things. Time to go. Girls!” Rarity called for them as they are still too busy running around and giggling. “Girls! Time to— Girls! Your things! Girls! It's time to— Girls!“ Rarity now struggled to deal with them as she started losing her patience with them until Fluttershy stepped forward to take care of it.

“Allow me.” She insisted as she cleared her throat. “Girls?” She kindly called out to them as they all stopped in their tracks and obeyed without question while quickly approaching her.

“Yes, Fluttershy.” Apple Bloom answered.

“You called?” Sweetie Belle responded.

“Go and get your things. Rarity is here to see you home.” Fluttershy said to them.

“Of course, Fluttershy, right away!” Sweetie politely answered as they all set out to do so.

“Ah, huh, ah, how did you... how did you do that?” Rarity said now dumfounded that they were able to listen to her when they didn’t do the same to her as Fluttershy winks to both Twilight, Kion, and Ono.

“I guess I'm just as good with kids as I am with animals.” Flutteshy responded as the Cutie Mark Crusaders all run by with their belongings.

“Thank you, Fluttershy! Bye! Thank you, Stare Master!” They said as they prepared to head home together.

“Impressive. And I can see that you took my advice.” Ono said to her with a matching smile.

“I sure did.”

“Ah, uh, speaking of which, I could use your help with Opal.” Rarity brought up.

“Of course.” Fluttershy accepted. “How about later today?”

“How about now?” Rarity asked while straining as she reveals her pet cat is clinging onto her with her sharp claws.

Twilight and Kion both look surprised as they walk over to Fluttershy as they observed this before they all giggled together in amusement before the animal lover moves to gently usher Opal to remove its grasp from the unicorn.

“Does that happen a lot?” Kion asked while trying to resist the urge to laugh.

“Only when she is fussy.” Ono answered. “And believe me when I tell you unless you are really good with animals like Fluttershy, you are better off not letting her get her claws on you.”

The four chuckle in amusement as Fluttershy manages to get Opal off of Rarity as she finds it annoying that she feels the need to do so every now and them before setting back to the shop with the girls in tow.

Author's Notes:

In another CMC episode where Fluttershy babysits the girls after Rarity takes on a heavy order with Ono's help while Kion escorts Twilight through the Everfree Forest.

Ono in the middle of helping Rarity worked some time to give some advice for Fluttershy on assertiveness when they start getting a little too out of control and even checked up on them whenever he had free time.

Kion having a protective streak for his friends is giving them an offer they can't refuse and true to form that happens when a cockatrice runs afoul to which he ends up getting turned to stone when using the Roar against him while saving Twilight in the process.

Good thing, the plot had Fluttershy stumble upon them with Twilight's help forced the bird into submission with her powerful stare while getting the kid's cooperation at the same time.

With the focus on back on the main cast we will be getting into "A Dog and a Pony Show." where Rarity and Bunga will be abducted by diamond dogs in this upcoming episode.

Episode 26: A Dog and Pony Show

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Episode 26:

A Dog and Pony Show

At Canterlot Boutique, Rarity was placing gems on one of her new dresses when the bell at her front door rang to signal her of another customer arriving inside.

“Perfect!” She said as she heard the bell ringing while putting on the finishing touches. “Coming! Welcome to Carousel Boutique, where every garment is chic, unique, and magnifique.” She began with closed eyes and that gasps when her eyes open to see who is here to greet her. “Sapphire Shores! The pony of pop!”

The mare in question, had tan fur, amber eyes, blue mane and tail, and wearing a fancy white dress with purple lining along with a matching top hot and purple slippers.

“Good afternoon, Miss Rarity!” She greeted as she passed by the jaw dropped shop owner.

“You yah... y-y-you know my name?” The fashionista stammered in surprise.

“Well, of course I do, darling. I make it a point to know all of the up-and-coming designers and Clothes Horse magazine simply raved about you.” She replied as she looked around the shop.

“Oh my stars. If I'm dreaming, do not wake me up.” She gushed to herself before tending to business. “How may I help you, Miss Shores?”

“Oh please, call me Sapphire.” She insisted as the unicorn giggled as she corrected herself.

“How may I help you, Sapphire?” She said with a giggle.

“Well, as I'm sure you know, I'll be touring all of Equestria with my latest concert, Sapphire Shores' Ziegfilly Follies, so I need to look seeensational! Ow!” She answered as Rarity presented her exactly what she is looking for.

“I have just what you need. Sapphire Shores, prepare yourself for the pièce de résistance de la haute couture.” She opened the nearby curtain to reveal her lastest creation. A white dress with red and blue sparkling diamonds decorated all over it. “I used every last diamond I found on this one garment.”

“And it is spectacular!” She greatly complimented as her eyes sparkled along with it. “I'll take it.”

“Really?”

“Oh yes, and five more, each done up in a different jewel.”

“Beg pardon?”

“Costume changes.”

Rarity looked back at her jewel box and saw she was out of jewels to which she fainted at the sight with a hoof on her forehead as Sapphire Shores turns to leave.

“Yes, I do have that effect on ponies.” She chuckled as Rarity sees that she needs more gems for her latest project.

But since Rarity knows that she has two members of the Guard who love digging with one of them having a crush on her, she sees that it won’t be a problem for her.

Shortly after the order has been placed, Rarity heads over to the gem caves with Spike and Bunga there to help her.

“Oh my gosh! Sapphire Shores! The pony of pop! She is awesome!” Spike gushed over her as she and Bunga carried wagons to carry the gems in.

“I mean, she's gorgeous and talented and….” Bunga added as Rarity turned back to glare at the two. “…heh... and not even half the pony you are.”

“I mean, you're ten times more gorgeous and talented and—“ Spike added to attempt to lighten the mood when Rarity speaks up.

“Spike, Bunga, a lady is never jealous.” She told them as she worked her magic in scanning for nearby gems.

“Eh, of course not.” Spike returned.

“We knew that.” Bunga added.

“But were you totally flipping out or what?!” Spike asked.

“Ladies do not "flip out", Spike, Bunga. However, I was quite in awe.” She answered as she continued her search for gems. “Oh, I need to find more jewels than ever before to decorate her costumes. Oh, aha!” She said as her magic sensed some in the dirt right in front of her.

“Did you find some?” Spike asked.

“Yes, Spike! Right there!” She answered as she pointed ahead with her hoof.

The two hopped ahead as they dug up the gems.

“Ooooo! You look so delicious...” Spike said as he drooled and looked really to snack on them as Bunga looks confused of why he finds them delicious.

“Spike!” Rarity reminded him just as he got ahold of the gems before he could even think about eating them. “I promised I'd give you gems to snack on, but we need to collect more first or I'll never be able to make these outfits for Sapphire.”

“Hm...” Spike sighed as he placed them in the wagon. “I will miss you, my sweets.”

“Come along, you two. We have many jewels to find.” Rarity ushered them to follow her as she kept scanning for more gems.

“At your service, milady.” Spike replied with a bow.

“Yeah, what she said.” Bunga added as they followed after her.

“Spike! Bunga!” She called out to the to get to work as the two start digging where she points her glowing horn with their claws with Spike even using his tail as a jackhammer to dig them up.

After a while, they now have a cart load of gems which is leaving Spike drooling over the sight of them.

“Dude, what’s up the drooling over these?” Bunga asked.

“Because dragons love gems!” He answered not even making eye contact with the honey badger.

“Um, how?”

“They ripe, sweet, and juicy. It’s like candy in my mouth.” He answered again as Rarity tapped him on the shoulder to get his attention.

“You've been very patient today, Spike. And for that you get the finest reward.” She presented him a blue gem. “This is from me to you. Is something wrong, Spike?” She then asked as hesitated to eat it.

“No. It's perfect.“ He replied as he held the gem close to him as Rarity trots off ahead.

“Ooo, bring the cart, Spike, Bunga. There are more over here.”

“For me. From Rarity.” Spike said in a lovestruck manner as he literally treasured her gift to him while Bunga snickered at him.

“Wow, you’re really crushing on her.” He teasingly remarked as Spike quickly shushed him.

“Shh! Don’t tell her that! I don’t want her to know until I’m ready to tell her!”

“Okay, lovebird!” He said as they followed after the unicorn with Spike going ahead while blushing in embarrassment unaware that they are being watched and followed by strangers from the bushes.

“Spike! Bunga! Where are you two?” She called out to the two to catch up. “You know, it's terrible to keep a lady waiting.”

“Coming!” They said together as they ran up to her before digging into the ground again.

“I think we're really going to strike gold this time. So to speak.” She said as she sensed a huge chunk of gems in this dirt hole as they two ended up finding a whole cluster of them bunched up together.

“Jackpot!”

As the strangers watched from the bushes they focused their initial attention from the dragon and honey badger to the unicorn instead.

“Well, Spike, Bunga, I think that's all we can do for today.” Rarity said certain they have enough to go home now. “And these will certainly get me well on my way with Sapphire's outfits. Why don't we start headi... oh!” She then turned a different direction when her horn glowed again leading her to the trees. “What's this? Another jewel. Oh... oh, strange. It's in the trees. Oooo— eww!” She admired the bright yellow jewel until seeing that it is attached to a dog’s collar to which she quickly backed away from. “Uh... uh... good day, gentle... uh, fellow. Uh, I am Rarity and this is my friend Spike.” She greeted him as the others did the same.

“Ehe...”

“Hey!”

“And you are...”

“A Diamond Dog.” He answered with a crazy creepy smile as he advanced on them.

“Oh really? Oh well, that explains your fine taste in jewelry.” She still smiled as she, Spike and Bunga backed up. “I mean I-I-I know that diamonds are a girl's best friend and now I know that they're a dog's best friend too, ha ha ha. So, um, you're out hunting for gems as well?”

“Yes. We hunt.” The dog answered.

“Uh... we?” Rarity wondered what they were really referring to.

“We hunt for gems. But you are a better hunter. So now we hunt... for you!” The dog answered as Bunga quickly stepped right in between them.

“Oh no you don’t!” Bunga refused to let them take her while punching him in the jaw. “Zuka Zama!”

At the same time two more diamond dogs appeared to grab Rarity from behind to which Spike uses his tail as a jackhammer on one of the diamond dog’s tails as Bunga clobbered the other before he could lay his paws on her.

“Run, Rarity Run!” Spike cried out to her as one of them pins him down into the ground.

Rarity runs for her life as she sees Spike is still stuck behind trying to subdue the diamond dogs.

“Spike! Come on! Hurry!” Rarity called out to him as the diamond dog wearing a red vest appears right behind her.

“Gotcha!” He shouted as he grabbed her while leaving her no time to reaction as Bunga tries to subdue him only to get swatted up and into the air.

“Waah! Spike! Bunga!” She cried out for help.

“Got him, Rarity! I got him!” Spike called out to her as the diamond dog with a gray vest and blue fur effortlessly threw him up the tree leaving his top scales stuck on a tree branch.

“Sorry, scaly one.” The shorter diamond dog with brown fur said to him as their leader ushers them to follow him into the holes with Rarity and Bunga in tow.

“Wait! Rarity? Bunga?” Spike called after them.

“Unhand me this instant, you ruffians. Stop! Put me down, you thugs! You brutes!” She demanded of her abductors as she struggled to hold onto to the edge of the hole she was being dragged into.

“Rarity!”

“Spike!” Rarity struggled as the three pulled her inside combined with taking note that she got dirt on her hooves. “Ah, dirt! Aaaaah, Spiiiike!”

“Which, what, where?” Spike said as he looked down at the open hole as Rarity’s voice drains down deep below.

“Save me...!”

“Nooooooooooo!” He screamed out into the sky as he ran to town to get help.

Shortly afterwards, the rest of the Mane Six along with the Lion Guard are now on their way with Twilight giving him a bag to breath in and out from as he recovered from the shock while riding on her back.

“Spike, can you breathe now?” Twilight asked as she led the way.

“Yes...I think so.” Spike replied in between breaths.

“Good. Now tell us what you know.” Kion then asked. “What happened to Bunga?”

“Yeah. 'Cause all you said earlier was...” Rainbow added as she flew over to him as he recalled the memory of him alerting them in a state of panic as he regrouped with them in town leaving them with confused expressions.

“Aaaah! Rarity... Bunga…woods... jewels... dogs... hole... taken... Save them!”

“Not a whole lot to go on there, sport.” Applejack pointed out.

“Sorry.” He apologized. “Rarity, Bunga, and I were in the woods looking for jewels when these creepy guys showed up.”

“Creepy guys?” Ono asked.

“They called themselves the Diamond Dogs. They grabbed Rarity and Bunga and disappeared down a hole in the ground.” He further explained.

“Aah.” Ono responded as he now knows what he is talking about. “Of course they are.”

“Well, this sounds mighty easy. Just take us to that there hole and we'll save Rarity.” Applejack shrugged it off thinking they can do this no problem.

But when they got to the site of their abduction they find they are dealing with a lot of holes in the ground leaving them a lot of ground to make up if they want to find them.

“Poa!”

“Holy moly, that's a lotta holeys.” Pinkie remarked.

“Looks like we’re going to have to do this the hard way.” Kion said as he and Twilight started looking through holes.

“Come on, girls! Let's get started.” Twilight said as she popped her head inside one of them. “Hello?” She called out.

After a moment the diamond dogs responded by quickly filling up the holes by spewing dirt upwards in everyone’s faces to prevent the Guard from intervening with their plans for the captured duo.

“Quick! We gotta get down one before they're all filled up.” Kion urgently told the others as they tried to do so but the diamond dogs are too quick for them as the holes are already filled up before any of them could try to jump in from the holes Fluttershy tried to jump in, the holes Applejack and Fuli tried to force their way in, and even the holes Rainbow and Ono quickly tried to dive in.

“Whew. Heavens to Betsy.” Applejack remarked of how this is much harder than she thought. “Now I'm used to pickin' myself up and dustin' myself off, but Rarity won't even touch mud 'less it's imported.”

“I wouldn’t blame her.” Fuli commented as she could relate to not wanting to get muddy.

“Oh, Rarity...” Everyone then pondered of what could be happening to her right now as they envision her in a prison cell along with Bunga squeezing his way out.

“Oh, woe is me!” She somewhat dramatically cried with a hoof to her forehead. “Whatever shall I do? “ She then said as she stepped in dirt while she was busy with her head up high. “Ah! Dirt, dirt! Get away, dirt! Oh! Make it stop, make it stop!“ She further panicked as she got messier with her mane unraveling from its curly kempt state. “Ah! Filthy, disgusting dirt. It stings, it burns. Help! Oh, somepony save me, save me!”

“We gotta save her.” Applejack then spoke up.

“And Bunga.” Kion added. “Because who knows what they could be doing to him

“How?” Ono asked.

“But they blocked up all the holes.” Fluttershy pointed out as Applejack stood on one of the dirt piles.

“Don't mean we can't dig 'em out.” Applejack insisted other as she started digging. “Come on!“

Everyone then started digging as the others waste no time in jumping on the dirt hills to dig their way down.

Although the two diamond dogs that helped their leader are still up to playing tricks on the ponies as one of them tugs on Pinkie’s tail as she was digging while doing the same to Fuli who let out a cat-like screech in pain from that. Another one pulls Fluttershy up by her tail effortlessly while dropping her back on the ground while doing the same to Ono by the feather on his head.

“Ow!”

“Oof!”

“Hey! Watch the feathers!”

The three shouted in pain as the other diamond dog trips up Spike as he runs over before the two pop their heads out for both Twilight and Rainbow to see.

“Get 'em!” Rainbow shouted as they both charged at them yet ended up knocking heads together when they ducked at the last second.

The diamond dog leader joined in on their fun as popped his head in and out of the nearby filled dirt holes while repeatedly missing Applejack and Kion who try to catch him as Beshte who was using his snout to dig the dirt away finds himself tripped along with the others before they all popped back underground leaving everyone on their backs trying to get back up.

“All those scary monsters popping up everywhere. Oh, poor Rarity must be terrified.” Fluttershy expressed concern over her well-being as they envision her of that happening while Bunga defiantly watches on bravely in the face of them.

“Give me the baubles!”

“Give me the beads!”

“Where are the trinkets?!

The diamond dog trio all demanded of her as she screamed at every time they questioned her like that.

“Where is the treasure?!” The three demanded together as Rarity fainted from the shock of being pressed that question leaving Bunga by himself fending off against them.

“Poor Rarity. What are we gonna do?” Twilight asked.

“I got it!” Spike proposed as he got an idea with the blue gem Rarity gave her as he looked at the hole the dogs last disappeared into. “I'll save you, my sweet.”

“Huh?” Everyone asked in confusion as he uses the gem as literal fishing bait.

“Hapana!” Ono remarked. “I get it. A little dog-fishing.” He chuckled as the others return puzzled expressions that he actually made that joke. “Anyways…” He then awkwardly said.

“My sweet?” Fuli asked while slightly amused. “Is there something going on between you two?”

“No!” Spike quickly said while blushing a hue of pink-red mad as the cheetah stifles a chuckle out while being nudged in the shoulder by Kion to knock it off while holding back laughter too with a smile.

“Spike, it is very noble of you...” Twilight began before being shushed.

“Shhh!”

“...to sacrifice the gem Rarity gave you.” She finished in a quieter tone as the baby dragon envisions himself being the girl’s knight in shining armor.

“Oh, Lady Rarity. My damsel in distress. I shall save you.” He said as appeared to them as a tall and muscular fully grown dragon wearing a metal shoulder pads and matching belt, a red cape with matching boots, black pants, while carrying a medieval weapon. “Show yourselves, you dogs! You curs! Ah. There you are, you mangy mutts.” He said undeterred to them as they appear from the shadows.

“Who are you calling mutts? Unleash the hounds!” The lead took offense to that comment as he whistled for the guard dogs wearing similar armor and helmets to Spike.

At the right moment when all the dogs closed in on him, he swiftly took them all down from his weapon to using his tail with effortless grace before ending the fight by breathing fire at the remaining charging dogs to make them back off.

“Now, where is Lady Rarity?” He asked of the cowering trio who quickly ponyed to the side as he charges in and busts in on her potential prison cell.

“Spike! I knew you would save me!” Rarity gratefully said while wearing a dashing purple dress similar to a damsel in distress’s outfit from fairly tales.

“Nothing could stop me, milady.”

“Ohohohoh, Spike. You are my... hero.” Rarity complimented while batting her eye lashes affectionately before preparing to give him the smooch of victory as Spike leaned in for the kiss as well before Bunga leaps in to interrupt in the fantasy.

“Thanks again, oh mighty and heroic Spike.” Bunga complimented as Spike snapped out of his fantasy as he realized his lips were close to kissing Applejack and Fuli.

“Hoho there, lover boy.” Applejack returned with an amused smile.

“Don’t have a crush on her, huh?” Fuli teasingly asked with a knowing smile as Spike lightly grinned before seeing the fishing pole being tugged on being they have taken the bait.

“Whoa! Whoa whoa whoawhoawhoa... I got a bite! I got a bite!” He said as he struggled to hang on.

“Hold on there, little fella.” Applejack said as she grabs ahold of him in an attempt to stop him from being dragged in but finds himself dragged inside too.

“Applejack!” Twilight called after her as she tried catching her by the tail but finds herself pulled inside.

“Twilight!” Rainbow called after her while futility trying to stop the same from happening to her to no avail.

“Oh my goodness, oh my goodness...” Fluttershy said as she followed after them.

“Wait for me!” Pinkie cheerifully added as she willingly jumped into the hole.

“Quick after them!” Kion shouted to the others as he led the way by jumping after them with the others following suit.

“Wait, Kion!” Beshte stopped him. “Hop on!” He told everyone as they all did so without question. “Twende kiboko!” He shouted as he jumped inside while Ono flew after them.

“Hevi Kabisa!”

“Hapana!”

As the Mane Five all hang onto Spike tail to tail, the Lion Guard are all hurling down the hole riding on Beshte since he was descending downwards faster over a big opening in between the slope before being into another hole to where they all finally landed while Pinkie is the only one to enjoy the ride like she was at the amusement park.

When everyone all landed inside, they all got up and brushed the dust off of themselves as they recovered.

“Ha ha, it worked! We're in! Now we can finally save Rarity!” Spike celebrated thinking they now shouldn’t have problems finding her. But finds that he celebrated to earlier as Twilight pointed out to the multiple tunnels in front of them.

“Um... which way do we go?” Twilight asked.

“Nooooooooooo!” Spike sky-ward screamed again.

“Hevi Kabisa! All these tunnels...” Kion brought up.

“How are we ever gonna find Rarity?” Twilight asked as she turned to the others.

“Guess we're just gonna have to start going down them one by one.” Applejack stated their best and only solution to this.

“All right then let’s…” Kion started to ask tunnel directions to everyone before Rainbow flew over to cut him off.

“That could take forever! There's gotta be way to narrow it down.”

“Good point.” Fuli acknowledged considering they have never been down here before.

“I know!” Spike came up with another idea. “I bet they've taken Rarity and Bunga down the tunnel with the most gems.”

“But Spike, Rarity is the only one who knows how to find gems.” Twilight pointed out.

“No, Twilight. You can!” He corrected her. “You can copy Rarity's gem-finding spell.”

“Oh my gosh!” She realized. “You're right! Rarity showed me how she did it a while back. If I can just remember...” She then said as she focused her magic to replicate the spell.

Once she was able to do it she was able to show where the underground gems are in the cave with the tunnel with the most gems on the one on the right.

“That's it. You did it, Twilight! Come on!” Spike commended her as she hopped on her back as the unicorn leads the way. “We're coming, Rarity. We'll save you. Just hold on.

Meanwhile at the end of that tunnel was Raity and Bunga face to face with the diamond dogs as they are both cornered by their kidnappers. While Bunga was looking defiant towards them, Rarity was pleading for mercy.

“Oh please, Diamond Dogs. Please let us go.” She pleaded with her back against the wall.

“Yeah! I don’t know what you dirty dogs think you’re doing, but you all better let us go now before someone gets hurt!” Bunga defiantly returned.

“No!”

“You're our precious little pony and honey badger.”

The short and big dogs responded in refusal.

“Forever! Muhahahaha!” The leader of the trio stated with a wicked laugh.

“But whatever do you want from us?” Rarity asked.

“Gemsss! The red-vested dog replied.

“Yes! The gems. The jewels.” The short dog added.

“Find them! Find them all!” The tall dog seeked of them.

“Really?” Bunga asked in befuddled confusion. “You dragged us down for this?”

“Oh! Is that all?” Rarity positively replied as she trotted ahead while performing her spell before sensing a small handful of gems where she used a stick to mark a big “X” on the spot. “There. A lovely pocket of jewels are right there. Now, if you'd be so kind as to show us the exit?”

She moved to make her way to leave before being held at spear point by a guard dog.

“Good! Now, dig them up, pony.” The lead dog ordered of her before turning to the honey badger. “You too, honey badger.”

“Oooh…” Bunga then realized why they really abducted them.

“What? But you said you wanted me to find the gems.” Rarity pointed out.

“Yeah! A deal’s a deal!” Bunga supported that claim.

“Yes! Find and then dig.” The short dog clarified of what he meant.

“Dig?”

“Yes. Dig.” The tall dog repeated with gritted teeth as they all pointed for the two to dig at the “X”.

“Ohh...” She said as she lightly dragged her hoof into the ground while Bunga closely watches which surprised the three as the tall dog got in Rarity’s face.

“What are you doing? We said dig!”

“Forgive me, but prior to you so rudely dragging me into your dirt pit, I had a pony-pedi and I am not about to chip a hoof because you dislike my style of digging.” Rarity responded with an assertive stance before continuing to tap the ground with her hoof.

“Oh, for goodness— Fine! Just stop. Stop!” The red-vested dog relented with an exaseperated face-palm. “Dig, dogs! Dig! And fast.” He called to the guard dogs from the opening above to do the job.

“She won't dig, she pulls.” The tall dog then advanced on the unicorn with a crate in his paws with the short dog carrying a rusty old harness

“I beg your pardon, but what, pray tell, are you doing?” Rarity demanded as they again backed them against the wall.

“Others will dig. You will haul the wagon.” He answered.

“Prrrecious pony-pedi will be preserved.” The shorter dog added as he placed the harness on her back while strapped the honey badge onto the harness to ensure he doesn’t escape.

“Well, somebody certainly needs proper nail care.” She further went on talking to them as they placed their claws on her fur coat. “When was the last time you two had a manicure? You're scratching up my coat with those jagged things!”

“Please be quiet!” The lead dog demanded as she and Bunga picked up a stinky whiff from him with the former moreso since Bunga doesn’t really have a good sense on what stinks.

“Whoa! P.U., what is that smell?” Bunga asked as he covered his nose. “That’s stinker than me.”

“Smeeeeeell?” He questioned.

“Ah, mystery solved. It's your breath.” Rarity said to him with a straight expression as the dog sniffed his paw coming to realize they are right.

“Enough! Search, pony!” He then irritably commanded. “Guide her honey badger!”

The two both getting the same idea at the same time, both turned to each other with secret knowing looks sharing a brief smile, before focusing on the diamond dogs as Rarity starts walking ahead with Bunga watching ahead.

“Well, since you insist... but I must say the working conditions in here are simply dreadful.” She went on to complain as she started marking “X’s” on the ground while the guard dogs start digging. “Musty and damp, it's going to wreak havoc on my mane. And this air is stifling, suffocating. And when I try to take a deep breath, the stench of all you dogs makes me nauseated.” She further complained as the dog guards wind up having broken stone pillars crash on them for their clumsiness for their lack of properly dealing with support beams. “You look and smell like you haven't bathed in weeks. Have you never heard of soap? You could all do with a good round of soap and water. Oh water, oh water, I'm terribly thirsty. Could I please have some water?”

“I mean seriously, if you can afford to run this little operation by yourselves you certainly are better off using some of these gems to get yourself something nice while you’re at it.” Bunga joined in on the fun. “I mean seriously, why even bother dragging us down here when you can do it on your own. Are you guys that stupid?”

“Good gracious, I can't take this anymore. Be quiet, pony and honey badger!” The short pony snapped at them.

“And that's another thing. I would appreciate if you stopped calling me "pony". I am a lady and I wish to be addressed as such. So you may call me "Miss" or "Rarity" or "Miss Rarity".” Rarity didn’t stop.

“And goes the same for me, either Bunga, or Mister Bunga.” He added as he didn’t back off either.

“Enough! Your whining! It-it-it hurts!” The lead dog shouted with his ears covered up.

“Whining? I am not whining. I am complaining. Do you want to hear whining?” Rarity responded as she then tackles into full gear on whining. “Thiiis iiis whiiining! Oooh, this harness is too tiiight! It's going to chafe. Can't you loosen it? Oooh, it hurts and it's sooo ruuusty! Why didn't you clean it first? It's gonna leave a staaain! And the wagon's getting heeeavy, why do I have to pull it?!” She complained in a high-pitch tone and like a fussy child.

“Aaah! Make it stop!” The short dog demanded while covering his ears and face on the ground.

“Stop whining!” The lead dog demanded.

“But I thought you wanted whiiining!” Bunga added in the same tone.

“Geh! We'll do anything, pony! You too, honey badger!” He gave in to their demands. “Oh, uh, uh, we'll do anything, "Miss Rarity" and “Mister Bunga.”

“Anything?” The two asked as the unicorn’s was more dreamy while Bunga’s was more eager seeing they got these dumfounded diamond diggers right in their paws and hooves because in short time the two find themselves being fanned by the guard dogs while treated to water along with the caves being decorated with décor to their liking while the dimwitted dogs are doing all of the work.

“This water is hardly sparkling. But I suppose it will have to do.” Rarity commented in slight disappointment as she took a drink form her cup.

“Eh, considering this is the best they can do.” Bunga added as he gulped down the water from his cup.

“Wait! Why are we doing this?” The lead dog pony than suddenly realized.

“To stop the awful noises from the pony's mouth, remember?” The shorter dog reminded him while his boss quickly shut him up before he could start.

“Yes, yes, I know. This is ridiculous! Letting a pony order us around. What are we? Mice or dogs?” He then asked them.

“Mi... dogs?” The two replied as he gives them a blank stare.

“Dogs do not pull. Ponies pull. Let her make the awful noises.” He then stated as he got her hooked up to the cart with gems again.

“What are you doing? Hey, you spilled my drink.” Rarity said as he did so. “Oh! Not sooo tiiight!” She whined to remind them.

“What’s the idea?” Bunga asked very annoyed.

“Ha! Make the noises all you want. But move while you make them. Hyah, mule!” He dismissed it while slapping her butt to which surprised Rarity and Bunga greatly.

“Oooh….you did not just do that!” Bunga said as Rarity turns to him.

“Did you just call me a... mule?” She shockingly asked him which left the dog speechless as she started to tear up. “Mules are ugly. Are you saying that I too am ugly?”

She then released tears as she dropped down to the floor with only Bunga’s comfort.

“What are these noises?” The short dog asked.

“He called me ugly!” She dramatically cried out.

“No! Mule! I said mule!” He quickly corrected her as her mood failed to change.

“An old ugly mule! And it's true! Just look at me. I used to be beautiful, but, but nooow...”

“No, no! You're still beautiful, po... uh, Miss Rarity.” The tall dog tried to lighten the mood.

“You're just saying that!” She refused to believe them.

“No, you're still pretty and... and...”

“Oh, uh, uh, nice. Yeah.”

Both the short dog then the lead dog all tried to correct the latter’s insult.

“I don't believe you! You never liked me!” She still persisted through her wailing which had them covering their ears in complete irritation.

“Disappointing….” Bunga said to them while shaking his head in disapproval as she and Rarity secretly share a wink together as they keep the act up. “You shouldn’t have said that I mean you should be ashamed of yourselves making a poor unicorn cry like that. I mean who taught you all to talk like that? Huh?”

“Oh, I've had just about enough of this!” The red-vested dog was now at the end of his rope in patience dealing with the two.

Meanwhile in the middle of the caves as Twilight leads the way.

“We're getting close. I can feel it.” She said as they all heard Rarity’s crying.

“It's coming from down here. Come on!” Spike exclaimed as they all reached the end of the tunnel with a few pathways to choose from.

“She must be in there. Let's go!” Rainbow declared as guard ponies leaped onto everyone’s backs.

“More workhorses and workmules.” One of the guard ponies declared as they lassoed ropes on their muzzles.

“Hoh, doggies. If you can take this bull by the horns, you better be ready for a ride.” Applejack stated asserting they are not taking this lying down. “Come on, everyone! Kick 'em up, kick 'em out. Buck 'em up, buck 'em down.”

While all of the ponies and Beshte quickly did so and shook them all off, Kion and Fuli just had to place their claws into their fur to get them to run off in pain as they let go of them as Ono simply flies away to avoid getting a single claw from one of them touching him.

“Yeehaw! Get along, little doggies!” She shouted as they all retreated as Spike grabbed a piece of cave to use as a sword as he prepares to charge in for his heroic rescue.

“I'm coming for you, milady. Hi-ho, Twilight! Away!” Spike said to Twilight who looked and expressed protest towards him.

“And just what do you think you're doing?” She asked as if he is serious in trying to force her at act as a horse for him.

“Please, Twilight. Just give me this.” He returned as the unicorn relented.

“Eh... fine.”

As Twilight led the way, Kion and the others followed.

“We’re coming Bunga!”

“Lady Rarity, I'm here to save you!” Spike called as Twilight burst through the metal in front of them yet are all surprised with what they all came across too when they charged inside.

“Save us! Please, save us! Make it stop! Please!” The diamond dogs pleaded with them as they ran up to her.

“Excuse me?”

“What?”

Both Twilight and Ono asked in confusion.

“So picky.”

“And critical.”

“She won't stop talking.”

“And crying.”

“And even that honey badger is so annoying he won’t even stop nagging.”

“We, uh, give them back. Yes.”

The dogs listed off every annoying and agonizing thing they had to put up with as the two approach from behind with the honey badger riding on Rarity who is currently hauling a cart full of gems.

“Rarity!”

“Bunga!”

“You're safe!”

Both Spike and Kion both said to them as they exchanged friendly hugs.

“Heck yeah!” Bunga returned nonchalantly

“Hello, girls and guys.” Rarity greeted everyone. “You arrived just in time to assist me.”

“Assist you with what?” Applejack asked.

“With those.” Rarity pointed to all of the gems she, Bunga, and the dogs have gathered together.

“Poa!” Beshte commented at the sparkling sight.

“You're letting her leave with all these... jewels?” Spike asked as he looked on with slightly gazed interest.

“Yes. Take them. And them with them. Please!” The lead dog answered as he and the others stood to the side wanting nothing more to do with them as the rest of the Guard could believe their very eyes they could actually weaponized their antics.

Everyone in the Guard minus Ono, Bunga, and Spike who rode on top of the gems while the egret flew each carried a cart full of gems as they all make their way back to Ponyville.

“I can't believe two found all these gems!” Pinkie commented in amazement.

“Heh. I can't believe you two tricked all those dogs.” Rainbow added.

“Well believe it, because we just did.” Bunga proudly stated.

“Just because I'm a lady doesn't mean I cannot handle myself in a sticky situation.” Rarity thought nothing of it.

“And even though I have caused my fair share of problems half the time…” Bunga started as everyone looked at him. “…Okay most of the time.” He quickly corrected. “…Anyways point being doesn’t mean I’m entirely helpless too. I am the Guard’s Bravest after all.”

“We had them wrapped around my hoof the entire time.” Rarity added as Bunga leaped from the cart as they share a fist hoof bump together.

“Well, you two did a very great job!” Kion complimented them.

“I can't wait to write to Princess Celestia to tell her what you taught me today.” Twilight said to her.

“Really?” Bunga replied with a smug grin.

“Me? What did I teach you?” Rarity asked.

“Just because somepony is ladylike doesn't make her weak. In fact, by using her wits, a seemingly defenseless pony can be the one who outsmarts and outshines them all.” Twilight explained as she eyed the honey badger to rub it in. “Along with a seemingly annoying honey badger.”

“Hm... "outshines" is right.” Spike said as he munched on a red gem. “Now you have enough gems to cover Sapphire Shores' costumes.”

“Not if you eat them all, Spike.” Rarity replied as she snatched the half eaten gem away from him just before he could finish it.

Spike sighed in disappointment

“Well it’s good to know that Bunga knows how to use his head…” Ono said as they hear a sickening crunch from Bunga as he tried to taste one of the green gems which cracked his teeth as a result.

“Did you just try to eat that?” Fuli asked with a “Seriously?” look.

“Yep.” Bunga happily replied. “I can see why Spike loves them and how only dragons enjoy them. Like rock candy.”

“When it counts.” Ono added as he felt corrected there as everyone laughed together as they headed back home back to Ponyville.

Episode 27: Green Isn't Your Color

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Episode 27:

Green Isn’t Your Color

At the Ponyville Spa, Fluttershy is currently sitting in the Ponyville Spa reading a magazine waiting for Rarity for their weekly get together at the spa so they can spend time with each other and talk about what’s going on with their lives as she manages to arrive as promised while wearing a green peacock feathered sunhat and putting it on a nearby hat rack.

“So sorry, Fluttershy. I hate being late for our weekly get-together.” She apologized before talking to the spa pony employe with blue fur and matching eyes, and a pink mane and tail at the counter. “The usual!”

The two were then guided to the steam room which is fueled by steaming hot coal courtesy of the spa pony placing spoonful’s of hot water on the coal as they both relaxed on the bench while wearing robes

“But you will not believe what happened to me.” Rarity started.

“Is everything all right?” Fluttershy asked.

“Oh, it's much more than all right.” She positively replied. “I was on my way here, wearing my latest hat creation, when who should stop me on the street but Photo Finish!?”

“Photo Finish?” Fluttershy responded sounding pleasantly surprised.

“She is the most famous fashion photographer in all of Equestria. Anywho, she saw my hat and said it was absolutely marvelous!” Rarity explained as the spa pony put on the appropriate amount of mud on their mud masks.

“What a lovely compliment.” She returned while feeling proud for her as she gets small dimples of cream on her face while Rarity gets the whole mask on her face.

“She was so impressed that she wants to take some pictures of my shop featuring some of my clothes!” She further explained as the spa workers placed pillows on her hooves with giving her a pedicre to which Fluttershy politely declines when one of them tried to offer her one with a sheepish grin.

“That's wonderful.” She complimented.

“Do you know what this could mean for my fashion career?” She asked as she gets a massage with the one of the workers really patting all of the tension on her back away while Fluttershy gets the soft massage.

“Oh, Rarity, I'm so happy for you.” She happily returned.

“But I'm going to need somepony fabulous to model for me.” Rarity continued as they both got into tubs with hot eater while wearing their robes. “Somepony with beauty. Somepony with grace. Somepony... like you?”

“Oh, goodness. I don't know.” Fluttershy hesitantly replied.

“Oh, this is such a huge opportunity. And it would mean so much to me.” She pleaded with her to help her out here.

“I'm flattered, really.” She tried to politely decline.

“Nopony is going to have your elegance and poise.” Rarity still insisted.

“But...”

“Nopony!”

“There has to be somepony more quali-“

“Please!“

She really wanted her to help her out here.

“Somepony more into fashion.”

“Please!”

She started begging as she asked again.

“Somepony more comfortable in the spotlight.”

“Please, please, pleeease!”

Rarity is now practically begging for her to help her.

“Oh, if it's that important to you, of course I'll do it.” She then relented unable to refuse the call.

“Oh, thankyouthankyouthankyouthankyou!” She excitably expressed her tremendous gratitude. “You are the best friend a pony could ever have!”

“What a wonderful way to spend an afternoon.” Fluttershy then said as the two emerge from the spa now feeling completely relaxed.

“Isn't it? Though I was so afraid you wouldn't agree to model for me that I felt completely frazzled.” She replied as she then stopped in her tracks. “I think I feel a pimple coming on. Oh! Only one solution!” She then said as she is now back in the spa wearing her robe preparing for another spa treatment. “The usual!”

At Canterlot Boutique, Rarity has Fluttershy try on a black and pink dress with a large pink wig and a black bow on top while posing on the catwalk while Twilight, Fuli, Pinkie, and Spike all watch to assist with the rehearsal.

“Hm...” Rarity said as she examined the girl’s posture. “She's going to want to see attitude and pizzazz.”

“A-a-attitude and, um... pizzazz.” Fluttershy tried to understand Rarity’s demands to ensure it goes off without a hitch. “More light! It has to catch the sequins just so or the whole outfit is just a disaster.” Twilight then used her horn to really brighten the room more. “Oh, and the headdress needs more feathers. Pinkie Pie! More feathers! And sequins! More sequins!” She called for the pink mare and young dragon to do so as she hops over a basket of feathers to which she placed more on the headdress while Spike brings over a basket of sequins while Fluttershy looks a little uneasy with all of the model pressure.

“And more ribbon!” Rarity called for as Spike immediately places one on her hair. “Oh no! Less ribbon. No! More ribbon.” She then hesitated leaving the peagsus annoyed with her for that as she makes further examinations.

“Oh, this hem is completely off. Pincushion!” She requested as the love-stricken dragon appeared with pins on his scales to which she pulled half of them before ushering him to back away to which he does. “Thank you all for helping me. I'm sorry to be so short with you, but I'm... I'm just so nervous.” She apologized as she too feels stressed with the upcoming event on the horizon.

“Oh, doesn't that hurt?” Fuli winced at the sight of the needles on his back.

“Thick scales. Can't feel a thing.” He nonchalantly replied. “And even if I could, there is no pain that would keep me from assisting the most beautiful creature in the world.” He dreamingly gushed over the unicorn as Twilight and Fuli watch on with deadpan expressions. “I'm gonna tell you three a secret. But you have to promise not to tell anyone.”

“I promise.” Twilight said.

“Cross my heart and hope to fly, stick a cupcake in my eye.” Pinkie said as she made hoof motions to her chest then eye much to the cheetah’s confusion.

“What kind of secret?” Fuli asked as Spike gestured them to come in close after making sure no one else can hear them.

“I have a crush on Rarity!” He answered as Pinkie gasped while Twilight and Fuli shared “Seriously?” looks to him together.

“We won't say a word!” Pinkie vowed.

“That’s your big secret?” Fuli asked unimpressed.

“Give me a break. Everypony already knows how you-“ Twilight added as Pinkie got in the two’s faces.

“Twilight! Fuli! You two promised Spike you wouldn't say anything. He trusts you. And losing a friend's trust is the fastest way to lose a friend forever!” Pinkie warned them as she pointing to the pleading dragon with clasped hands.

“But-“ Fuli tried to speak.

“Forever!” Pinkie said with creepy emphasis as Twilight places a calming hoof on Fuli before she could protest it.

“My lips are sealed. Though I'm pretty sure Rarity is gonna pick up on your feelings.” Twilight vowed though certain she knows already. “Don’t worry, it wouldn’t last long.” She said to the cheetah as they look on her “I Heart Rarity.” T-Shirt.

“I just don’t understand why wouldn’t you just tell her?” Fuli asked.

“I just can’t.” Spike answered. “Because what if she doesn’t like me back I thought whenever I try to ask her?”

“I see.” Fuli replied understandably. “But I’m sure Rarity isn’t the kind of girl to reject your confession if you tell her how you feel.”

“I wish.” Spike said unsure as the famous celebrity arrived at the shop with two ponies standing at the doorway behind her.

“I, Photo Finish... have arrived.” She announced appearing with blue fur, a white mane and tail, wearing a black and white dress with a purple ascot with matching lenses on her black framed sunglasses.

“Let me just say, what an honor!” Rarity greeted as she walked right by her.

“We begin... now!” She declared as one of her assistant’s brought forward her suitcase which turns into a camera upon a tap with her hoof to take photos of Fluttershy.

“Attitude and pizzazz!” Rarity reminded the nervous modeler in a just as nervous whisper before getting out of the photo shot.

“Yes! Show Photo Finish something.” The celebrity so far liked what she saw more from Fluttershy’s nervous and timid poses than the poses Rarity instructed her to perform before putting her camera away after getting what she needed. “No! Yeees. No! Yeees. No! Yeees. Enough!”

“What just happened?” Fuli asked.

“She hardly took any pictures.” Twilight whispered to the others who are all just as surprised by what happened.

“She seemed more interested in the Fluttershy natural timid and shy poses than the actual poses.” The cheetah pointed out.

“I'm so sorry. I tried my best.” Fluttershy apologized as Rarity took the headpiece off of her head.

“Well, the headdress is too big for you and cape had too much sparkle. I can't believe I ever thought I could impress her.” Rarity admitted seemingly defeated when said celebrity suddenly returns.

“It seems that I, Photo Finish, have found the next fashion star here in Ponyville.”

“Really?” Rarity asked in awed surprise.

“Yes. Really. And I, Photo Finish, am going to help her to shine all over Eqvestria.” She declared as Rarity really grinned hearing this. “Tomorrow, a photo shoot in ze park. I go!” She then said as she and her assistants left the building

“Did you hear that? I am going to "shine all over Equestria". Rarity began expressing her delight that things actually worked out.

“Oh, Rarity. I was so worried I'd ruined everything.” Fluttershy returned in support of her friend as Spike lovingly looks at Rarity.

“Oh, never. I knew you'd be perfect.” Rarity replied as if she had it under her control the whole time even though Fuli rolled her eyes in response considering of what they had just saw beforehand but decided not to say anything since Rarity is leaping up and down and squealing in delight over the success she is about to achieve while Twilight pulls the little love bird before his tail could get damaged from her leaping.

The next day, Fluttershy and Rarity later got together in the park so the former could be suited for more fittings for Photo Finish.

“No, no, no, yes!” Rarity said as she pulled aside random dresses until she came across a sparkling white and blue diamond dress suited to her liking. “That is definitely the one. Photo Finish is going to love it. Everypony is going to love it!”

“Oh, I am so excited for you. Just don't forget us little ponies when you become the most famous designer in all of Equestria.” She responded to remind her of what’s important.

“Never.” She said as Photo Finish arrives at the park while having a couple of ponies carry her on a platform that royalty uses when they are carried around.

“Put me down here.” She told them as they kneeled down as she walked off before catching a glimpse at Rarity’s outfit which was not quite to her liking. “Oh, nonononononono. The model should be in something simple! Something inspired by... the nature!”

“That's just what I was thinking.” Rarity responded for the sake of it. “Um... give me a moment and I'll, uh, put a little something together.” She excused herself to do so.

After some searching around back at her shop, she was able to find some more simple dresses to Photo Finish’s liking and the photo shoot went off without anymore problems.

“Okay, that is enough.” Photo Finish said. “Your designs have my interest and I will make sure others know but I’m afraid I forgot to tell you one thing…”

“Oh?” Rarity asked. “What’s that?”

“That I am actually looking for a model to promote them and your friend is the perfect pony for the job.”

“Really?” Rarity responded with surprise. “Well I’m terribly sorry to tell you this but I’m afraid Fluttershy isn’t the type of pony who would be up for it.”

“I understand.” She replied. “But I really would like for you to reconsider because I need some pony to promote your work so I can find a model of my own so she can rise to stardom.”

“I see, but still I can’t possibly force her to do something against her will.” Rarity tried to insist otherwise until Fluttershy spoke up.

“Of course I will model for you.” She said to Photo Shoot.

“Really?” She asked as Rarity pulled the peagsus aside for a quick word.

“Just a moment please?” She said with a forced smile as she turns her friend. “You can’t be serious, Fluttershy? You would hate it. Ponies would be all over you.”

”I know but you heard what she said.” Fluttershy returned.

“But Fluttershy…” She tried to insist otherwise from forcing herself on this.

“I’m sure I can put up with it long enough until she can find the pony she is looking for.” Fluttershy insisted.

“Are you sure?” She asked one more time. “You really don’t have to do this if you don’t want to.”

“I'm sure.” She firmly cemented her decision.

“Okay.” Rarity uneasily replied as she turned back to Photo Finish. “She’s in.”

“Spendlid! Floottershy!” Photo Finish called out. “It is time to make... the magics! Oh, wunderbar! You are like a delicate flower. So much more alluring without all those sparkles und feathers.”

Fluttershy reluctantly did so as Rarity gives a forced grin to show her support for her even though both ponies aren’t very happy with the current situation.

Later Twilight, Fuli, Spike, and Pinkie all meet up with Rarity to check up with her of how it went as she beforehand retreated to her shop to work on a black cape fitting to her mood.

“How'd it go? How'd it go?” Pinkie asked.

“It went fine.” She answered as she put her cape on. “Photo Finish did promise to send in good word for my work which will mean greater business for me in the long run.”

“That’s wonderful.” Spike said very happy for her.

“It is.” Rarity returned looking uneasy to which Fuli picked up.

“But…” She asked.

“But she wanted to work more with Fluttershy as her new model.” She sadly replied.

“Really?” Twilight asked.

“Isn’t Fluttershy the kind of pony that would hate modeling?” Fuli brought up.

“She would but is doing it because she really needed one badly.” Rarity said. “Even though I tried to talk her out of it. She still insisted on putting up with this until she can find another model.”

“How long will that take?” Pinkie asked.

“I don’t know.” Rarity could not give a straight answer. “And I only can wish that I could have done more to stop Fluttershy from doing something she doesn’t love doing.”

“Oh, Rarity. I'm so sorry.“ Twilight apologized. “Is there anything we can do?”

“I just vant to be alone right now.” Rarity declared as she put her hood over head in shame.

“You heard her. She vants to be... alone.” Spike insisted to the others as he backed them out the door with Fuli stopped just before the doorway to pick him up with her teeth.

“What are doing?”

“Being along includes you too, Spike.” Fuli pointed out.

“I didn't think she meant alone alone.” He said in his defense towards the glaring ponies as Fuli carries him out of the room.

Meanwhile, Fluttershy is being dressed up for her model walk as they suit her in a dress while spraying perfume on her while Photo Finish examines the fitting as one of the workers puts some powder on her cheeks to give her blush appearance.

“Too much blush.” She commented as she works to get the right amount on her. “Not enough. Too much. Not enough. Perfect.”

“Ah... Aaah...” Fluttershy said as she urged up an itch which thankfully turned into a tiny sneeze.

“Oh, yes! Even her schneezes are graceful.” Photo Finish still looked pleased at what she was seeing. “Now go!” She then ordered the crew to leave who all quickly do so. “How do you feel? Excited? Overjoyed? Thrilled beyond your wildest dreams?” She then asked her model.

“I guess so although I am little nervous.” She honestly and awkwardly answered.

“Nervous? Dun be ridiculous. Aside from facing a large crowd of ponies who will be watching your every move and silently judging you, you’ve got what it takes from your natural talent to be able strike “Wow.” into everyone’s hearts.” She assured her to which doesn’t help her nerves at all as they hear runway music from just outside. “Your cue! Now go!” She then nudged her outside while facing the constant flash photography.

“You must do this. You must. You must. You must.” Fluttershy said to herself as she went with her natural poses for the crowd which earned her cheers from everyone and even compliments from the critics watching from down below.

Soon enough the press was all talking about her and she was the buzz in Ponyville fashion appearing in photos, magazines, newspapers, and even advertising in products in Applejack’s apple-selling business advertisement along with a vegetable drink courtesy of the a banner Rainbow flew over the skies much to Rarity’s annoyance as she even tried to join Fluttershy and Photo Finish inside the building only to be denied entrance by the guard up front.

Even though Fluttershy is successful she finds herself getting unwanted attention from fans who chase her down for autographs and photos from paparazzi. But of course she knew what she was signing up for when she agreed to this.

Luckily, Fuli is around to come to her rescue as she immediately drags her out of there leaving the paparazzi dashing around town in a mad dash looking for her as they retreat to Rarity’s shop for shelter.

“Thanks, Fuli.” Fluttershy thanked.

“Not a problem.” She returned as Rarity who was working on pink fabric on her sewing machine turned to face them.

“Wow. Look how popular you are. I'm so excited for you. You must be having the best time ever.” Rarity said with a forced smile and tone.

“Oh, yes. Best time ever...” Fluttershy returned with similar forced tone as Photo Finish barges inside.

“Floottershy! I have been looking for you everywhere. We have the thing at the place.”

“I'll see you at the spa? Our usual time?” Fluttershy asked as she leaves with her boss.

“Of course! I can't wait to hear all about the... "thing at the place".” Rarity replied feeling slightly down as Fluttershy is dragged outside leaving her along with Fuli.

“I'm the one who should be mobbed by strangers wherever I go.” Rarity commented in jealousy.

“Maybe someday.” Fuli tried to say to ease her mood as she sees of how both ponies are feeling right now sensing this new career of the peagsus’s will interfere with that as she goes off to her fitting room where Photo Finish explains to every one of her success.

Even though Rarity is still getting thriving business, Fluttershy’s career is thriving even more.

“Obviously I, Photo Finish, am thwilled to have found her.” Photo Finish said to the photographers there while her model tries to speak to her.

“Photo Finish?” She tried to speak up.

“She's a natural in front of the camera.”

“Um... Photo Finish?” She tried to speak again as she is more focused on the crowd.

“I only need to point and shoot, and I capture... the magics!” She continued to ignore her as more photos of her are being taken.

“Photo Finish, I'm so sorry to interrupt. It's just that I'm running late.” She finally got her attention.

“How could I have forgotten?!” She gasped upon seemingly realizing yet thought she was thinking of something else. “Your appearance at the ballet opening! Everypony who is anypony will be there.”

“Oh, actually I'm supposed to be meeting my friend for our weekly spa date.” She corrected her as she is dragged off there.

“Don’t worry.” Photo Finish responded. “This wouldn’t take long.”

“Okay.” Fluttershy sighed seeing she has no choice in the matter.

“Good!” She felt pleased with her cooperation even though it was difficult. “We go!”

Meanwhile at that time, Rarity is already there with her hooves starting to get a little wrinkled as she has been in there for a while just as Twilight and Fuli arrive wearing robes as they decide to share some bonding time at the spa together.

“My hooves are getting positively pruney, I've been waiting here so long. Obviously Fluttershy's just too busy with her new career to spend time with her best friend.” The jealous unicorn grumbled.

“I'm sure she just got tied up.” Twilight assured.

“Of course she did. She's a big bright shining star! I wish that star would burn out.” Rarity refused to believe it.

“Rarity! Fluttershy is your friend.” Twilight responded with shock that she would say that about her.

“She would never let the attention and fame go to her head.” Fuli added.

“I know, I know. And I should be happy for her, but instead I'm just... jealous!” She admitted. “Oh, please promise you won't tell her I feel this way. Please, please, pleasepleaseplease!”

“You have my word. Losing a friend's trust is the fastest way to lose a friend.” Twilight promised.

“Forever!” Pinkie repeated with emphasis with glaring daggers as she briefly popped her head out of the tub of sponges before dipping in back in without a change of expression.

“How did she…?” Fuli asked.

“I think we’re better off not wondering how.” Twilight responded as Rarity got out of the water while she and Fuli got in. “Pinkie logic just doesn’t make sense.” When she emerged from the fitting room she is now in a fancy red and white striped pink dress. “Wow! You look great!” She complimented.

“Fluttershy may be the one who's famous, but that doesn't mean I have to stop looking fabulous.” Rarity said as she left the spa at the same time Fluttershy arrived.

“Rarity! I'm so sorry I'm...” Fluttershy started to apologize before seeing that she is not in the room anymore. “Oh no. She's already gone, isn't she?”

“Yep.”

“Sorry.”

The two apologized.

“Oh, I can't believe this. I am so frustrated, I could just scream.“ Fluttershy expressed as he inhaled a deep breath which turned into a small and light scream.

“Huh? Not as loud as I thought it would be.” Fuli said sounding somewhat surprised by that.

“Feel better?” Twilight asked.

“No.” She responded before popping a question as she flew up to the edge of the pool. “Can I tell you something?”

“Of course.”

“Sure.”

The two were all ears with what she had to say.

“You promise not to tell Rarity?” She asked them.

“We swear.” Twilight replied.

“Pinkie Pie Swear?“ She asked as Fuli looks confused of what that is as Twilight goes ahead and does the rhyme and motions that go with the chant.

“Cross my heart and hope to fly, stick a cupcake in my Ooowwwww!” She screamed as she forgotten to close her eye before saying the last line and had accidentally poked herself as a result.

“I don't like being a model. No, I hate being a model. All this attention is awful, just awful. And I'm only doing it because I was trying to help somepony but all it is doing is costing me my friendship with Rarity. If only there was some way out of this.”

“You could just quit.” Fuli pointed out the simple solution.

“But Photo Finish really needs me I can’t do that to her.” She refused.

“Even if that means fulling an obligation you can’t keep.” Fuli asked.

“Yes.” She replied.

“Well...” Twilight spoke up while looking around to make sure no one’s around. “If you wanna know the truth, Rarity...” She began as Pinkie reappeared and shook her head to remind her that she swore to keep her mouth shut.

“Oh, what were you about to say?” Fluttershy asked as they recovered from the shock of her sudden appearance than reappearance.

“Forever!” Pinkie ominously whispered as she popped her head out again to which Fuli placed a paw on her head so she could talk to her.

“Seriously?” She asked her.

“Sorry but nopony but nopony breaks a Pinkie Promise!” Pinkie responded while still asserting her stance on the matter.

“Even though it means Fluttershy will become more unhappier while Rarity becomes more jealous?”

“They can sort it out in time.” Pinkie remained certain about it as Fuli turns back to Fluttershy.

“So what were you about to tell me?” Fluttershy asked.

“That Rarity is jealous of you.” Fuli answered as she finds herself face to face with an angry pink pony as she gasped upon her opening her mouth before growling in anger at her.

“Nopony breaks a Pinkie Promise!” She roared as she is about ready to tear her apart while Fuli doesn’t flinch.

“I didn’t.” She said with a confident smile. “I didn’t make the Pinkie Promise with Twilight not to tell Fluttershy about Rarity’s true feelings so technically I didn’t make a Pinkie Promise not to tell her.”

Pinkie froze as Fuli bravely faces the party pony since deep down she realized she was right. She never really broke a Pinkie Promise she didn’t perform the rhyme and chant that goes with it nor did she state her promise.

“What’s the matter? Can’t tell me otherwise?” She taunted her as she remained speechless as Twilight looks on very impressed.

“So Rarity’s jealous of me?” Fluttershy asked.

“Yep.” Fuli answered turning to the curious peagsus pony. “She’s trying really hard not to but can’t resist.”

“Oh my. I didn’t mean to make her feel this way but what else can I do? I can’t quit.” Fluttershy pondered feeling lost.

“Maybe you don’t have to if you got fired.” Fuli suggested with an idea on her mind as she deviously smiled in thought.

“I suppose…” Twilight briefly thought but then got the same idea as the cheetah as she adopted the same smirk to. “…That actually could work.”

“What could work?” Fluttershy asked of the two where they are going with this.

“On her own, Fluttershy could never do something unattractive. But if I used my magic to help her do something unattractive at her next fashion show, no one will ever want her to model again.” Twilight explained.

“And if Fluttershy no longer has to be a model, Rarity will no longer have to be jealous of her.“ Fuli added,

“And are you sure that will work?” Fluttershy asked.

“Certainly.” Twilight remained certain it will along with Fuli as they prepare for her next photo shoot. “They love you for being you. So all I have to do is make you not be you. Just leave it to me.”

Shortly afterwards, the time came and every pony was gathered ready to see the modeling star in action on the catwalk.

Fluttershy after donning her modeling dress gets up on the stage and prepares her show just as Rarity arrived wearing one of her fancy dresses.

“Guess it's time to see what all the fuss is about.” She said as she might as well see how she is striking success this time around.

As Fluttershy walks up the catwalk, Twilight and Fuli watching from the back stage look on as the former uses her magic to trip the peagsus up which left the crowd gasping in stunned silence as Twilight works her magic into making her body move unnaturally. All the while she was forced into moving her body around against her will the crowd was completely stunned with Photo Finish fainting at what she was seeing while Rarity looks amused at her forced humiliation.

She was dragged onto the stage, her body levitated upside down, moved around and fell back to the ground, had her nose picked, scratching her ear like a dog even barking like a dog to which Rarity’s smile faded as her bark turned into a braying donkey.

“Oh no.” She whispered as the crowd starts booing at her as Twilight and Fuli see the plan is working.

“Get her off the stage!”

“She's an embarrassment to all things fashion!”

“Bravo! I say bravo!” Rarity called out with her voice only heard much to Twilight and Fuli’s surprise.

“What is she doing?” Fuli asked in dismay to Twilight who looks just as surprised.

“Bravo? Who could possibly say bravo to that horrid display?” One pony incredulously asked.

“Such attitude! Such pizzazz! She's invented an entirely new kind of modeling! Bravo!” She further praised her friend.

“Who is saying these things?” One pony asked as Rarity revealed herself.

“It's her. The unicorn in the gorgeous cape and headdress.” One pony pointed out.

“Now that is a pony who clearly knows a thing or two about fashion. Well, if that fabulous pony likes it, then I do too! Bravo!” Another decided to follow Rarity’s example by cheering on for her as Fluttershy, Twilight, and Fuli look on with dismay.

“Rarity?” Fuli said in shock. “How could she possibly support her?”

“Probably she couldn’t bear to see her booed and jeered like that deep down.” Twilight could only answer as the model moans at the plan’s failure.

“This is awful. Just awful!” Fluttershy expressed now further upset. “Somehow I've become more popular than ever. Oh, I'm so frustrated I could just kick something!” She said as she proceeds to lightly tap a nearby vase so that it just wobbles and doesn’t fall over. “If only Rarity didn't want me to be a model so badly.”

As soon as she said it Rarity came busting inside after she took the time to take off her fancy dress.

“Fluttershy! Are you all right?” She asked as Fuli spoke up for her.

“She’s great! She’s a super famous fashion model. Why wouldn't she be great?” She sarcastically remarked with annoyance in her tone of voice. “Thanks to you cheering her on just when trying to get her booed was what we wanted!” She then said with frustration in her voice as it rises a little.

“Really? Why?” Rarity asked in surprise seeing that was the intent.

“You tell me.” She could only say as Pinkie secretly watches on. “Why did you do it?”

“Because out there on the runway, everyone was turning on you and... Oh... Oh, Fluttershy. It's so awful. I wanted them to.” She confessed.

“You did?!” Fluttershy asked.

“Figures.” Fuli said not surprised there. “And why would that be?” She further pressed her into explaining more.

“Because I got jealous! I wanted all the attention.” She admitted. “And instead it was going more to you. I even started hoping that you would do something silly so your modeling career would be over. But then, when it started happening, all I could think was how could I want you to fail and be hated for life?”

“So that’s why you did it?” Fuli asked.

“Yes.”

“Well you do know she was only doing this until her eventual replacement will come.” Fuli pointed out.

“Yes. But as the days turned into weeks, it was starting to become more than I can handle.” Rarity explained that her patience wore thin over time. “And for that I’m sorry, Fluttershy.”

“I’m sorry too, for continuing to try to pursue this even though it was working out.” Fluttershy apologized as well for pressing forward with something that doesn’t make her happy. “But I promised her.”

“I know you did and we appreciate the effort you put into your commitment.” Twilight complimented her. “But if this is something not worth throwing friendship away, I’m afraid that is something you’re going to have to back away from. Especially if this makes you unhappy.” She then advised her.

“You’re right.” Fluttershy conceded that she must give it up seeing the truth in Twilight and Fuli’s words as Photo Finish came inside.

“You were brilliant. Brilliant!” She commended her. “I've already got six photo shoots lined up for tomorrow alone.”

“Um, Photo Finish…” Fluttershy uneasily began. “I’m sorry to tell you this but I just can’t keep this up anymore.”

“So you’re saying you want to quit?” Photo Finish figured what she is trying to say.

“Yes. Because it’s making me and my friends unhappy and I can’t give it up. I know you are trying really hard to find a model but I’m afraid I’m not really cut out for this.” She further answered.

“I see.” Photo Finish understood as she shook her hoof accepting her decision. “It has been a pleasure doing business with you Flootershy, and I can assure you that I’ll manage and find someone else in no time at all with your most recent photo shoot. If Rarity loves it then I’m sure anypony will come to me more than ever.” She then said as Rarity felt delighted to hear that comment as she turns to leave. “And now I must go and continue my search.” She declared as she left.

“Great job, Fluttershy.” Rarity commended her.

“Thanks!” She humbly returned as Rarity has something else she wants to say. “If we'd just told each other the truth…”

“…Then none of this would have happened.” Rarity finished as she makes a new vow. “I promise never to keep my feelings in secret again."

“Me too.” Fluttershy vowed as the two decided to make it a Pinkie Promise.

“Cross my heart and hope to fly, stick a cupcake in my eye.” The two said together as they laugh and hug out their problems together while both Twilight and Fuli look on pleased at what they were seeing as the latter looks around for Pinkie Pie.

“And in case if you’re in there hiding, I hope you were listening and watching because at no point did we break our Pinkie Promise so…” Fuli called out to her as she stuck her tongue out and blew a raspberry in her direction as she appeared from behind the mirror.

“Well played you two. And you both did so well.” She said in graceful defeat.

After everything was all settled everyone made their way back to the spa to relax.

“Now this is a wonderful way to spend an afternoon.” Fluttershy said to her friends as they all are in different parts of the spa with Rarity in the steam room wearing a seaweed wrap along with Fuli who is loving the hot steam drying her fur while she relaxes in the pool.

“It sure is.” Fuli returned.

“Isn't it, though?” Rarity returned just as relaxed while Twilight relaxes in a personal hot tub along with Spike.

“Dear Princess Celestia,

Being a good friend means being able to keep a secret. But you should never be afraid to share your true feelings with a good friend.

Your faithful student,

Twilight Sparkle.”

She spoke as Spike wrote it all down in a letter as he got out of the tub.

“Did you get all that, Spike?“

“Yep.” Spike answered as he moved to the steam room. “And I’ll send it on its way. But first…” He then added I got something I want to take care of.” He said as he waved a fan with an “I Heart Rarity.” on it.

“Tending to your dreams.” Fuli asked with another teasing smile.

“Fuli?!” Spike said in embarrassment as he waves a fan at his crush.

“Right, how silly of me.” Fuli replied as she and Twilight roll their eyes and share a look of amusement seeing this. “We did promise.” She added with a wink to Twilight that she know of how talk her way around without actually breaking a promise to which Twilight looks on very impressed with how it allowed them to resolve this little friendship problem.

Author's Notes:

Getting into another one of these episodes that could have used some touch-ups is of course properly handling Photo Finish's handling of the situation when dealing with both Rarity and Fluttershy.

Here Rarity is more considerate of Fluttershy's feelings and desires where Fluttershy is more willing to help Photo Finish with what she wants with the jealousy on Rarity's part steaming from a combination of being unable to stop Fluttershy from forcing it upon herself and her rising fame.

Of course since the Pinkie Promise with the silly serious earth pony spying on Twilight and Fuli who are both playing the supporting roles here it takes some clever cunning from Fuli to get the truth spit out to Fluttershy without facing the wrath of Pinkie Pie and getting the two ponies to resolve their friendship problem together.

All and all another friendship lesson was learned from it all.

Next up is "Call of the Drongo." where the Guard meets the bird of a thousand voices in this upcoming episode.

Episode 28: The Call of the Drongo

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Episode 28:

Call of the Drongo

During a quiet day at the Pride Lands a mouse is currently enjoying his lunch as he munches on his leaf when he heard a strange voice

“Mmm mm. You look tasty.“ A voice sounding like Makuu’s called out.

“Who's there?” The frightened mouse called back.

“I'm Makuu, the crocodile, and I'm gonna eat you.” The voice from the tall grass behind said in response which left him running away.

Later a different voice called out to a rabbit eating lunch alone.

“Mmm mm. You look tasty.”

“Goigoi? The jackal?” She nervously replied with a scared gulp.

“That's right, and I'm gonna eat you.” The voice returned as she ran off too.

“Help!” She screamed.

Next came another voice when the aardvark is having his lunch.

“Mmm mm. You look tasty.”

“Uh?” He said in confusion as he looked back at the direction of Janja’s voice.

“I'm gonna eat you.” He returned.

“Janja, the hyena!” He then screamed running for his life.

“Help! Lion Guard! Pony Guard!” The hare cried out to the group out on patrol.

“Thank goodness.” The aardvark added as he and the mouse approached them as well.

“What is it?”

“What's wrong?”

Kion and Twilight asked.

“Makuu!”

“Goigoi!”

“Janja!”

The three all exclaimed as Kion began giving his insturctions.

“Lion Guard, Girls, we need to split up. Fuli, you Fluttershy, Rainbow, and Ono take on Goigoi. Beshte, you Applejack, Pinkie, and Bunga go after Makuu. Leave Janja to me, Twilight, and Rarity. You three, take us to 'em.” He then said to the others. “Til the Pride Lands' and Equestria’s end...” He then began…

“Lion and Pony Guard defend!” The others called out as they split up while Kion, Twilight, and Rarity follow the three.

“Okay, where was Janja?” He asked Muhangus as they quietly approached where he last saw the hyena with Twilight and Rarity having their horns lit up ready to use their magic on the hyena leader.

“Right behind my den.” He stammered in reply.

“Okay, stay back.” Twilight told him as the three split apart before they all leaped out into the out.

“Janja! Show yourself!” Kion called out to him but to their surprise he’s not around. “Huh, nobody here.”

“That’s strange.” Rarity commented.

“All right, Makuu, we're coming to get ya!” Bunga called out the crocodile as he, Beshte, Applejack, and Pinkie all arrive on the scene

“Freeze! Crocodiles!” Pinkie shouted with her cannon ready to blast at him but they all found the same surprise as well. He is not there.

“Hello? Makuu?” Beshte called out.

“Maybe he heard us and ran. Or swam!” Bunga figured.

“Doubt it.” Applejack expressed skepticism about that.

“Anyway... he's gone now.” Beshte said seeing nothing has happened here as the mouse gasped in shock.

“What is it, little critter?” Applejack asked her.

“Makuu ate all the roots I was having for lunch.” She sadly said as she looks at the bare twigs left behind.

“Interesting.” Applejack expressed while scratching her hoof with her chin.

At the same time the hare found that her lunch was already eaten up and then spooked by Ono and Fluttershy’s sudden appearance.

“Sorry, we didn't mean to scare you.” Fluttershy apologized.

“No sign of Goigoi from above.” Ono reported as the hare yelped upon Fuli and Rainbow appearing.

“I just searched around every tree in these woods. Not a jackal in sight.” Fuli reported.

“And that includes searching from the skies around us.” Rainbow added.

“But my leafy greens are gone. The jackals must have eaten them.” The hare pointed to the bare twigs in front of her.

“Hmmm.” Ono examined finding something strange about this.

“Well, at least they didn't eat you.” Fuli assured her of what really matters.

“Don’t worry, we’ll help you find new food.” Fluttershy added as she looked around to find some more leafy greens for the hare.

“There's no trace of Janja and his hyenas anywhere around here.” Kion said to the aardvark as he sniffed around. “Not even their scent! And believe us, if they were around, you'd smell 'em.”

“And we would have sensed them with our magic.” Twilight added as she and Rarity regrouped with them. “Because we just did a scan around here and there was literally no trace of Janja’s fur in sight.”

“At least not today.” Rarity added.

“But they were here! They've eaten all the bugs that I was gonna eat for lunch!” He insisted he’s not lying here.

“Hey, the crocodiles ate my lunch too!” The mouse added as she and the accompanying guard members joined them.

“And the jackals ate mine!” The hare added as the others joined them too.

“Did you find Makuu? Or Goigoi?” Kion asked them.

“Nope.”

“No.”

“Zero.”

“Nothing.”

“Uh-uh.”

“Didn’t see them.”

“Nooky, dooky.”

Bunga, Fuli, Rainbow, Ono, Beshte, Applejack, and Pinkie all reported empty-hoofed.

“Strange, Janja wasn't here either.” Twilight brought up.

“I bet Makuu, Goigoi and Janja heard us coming. See, that's just how good we are. We just show up and all of those baddies run off.” Bunga figured with confident crossed arms.

“You said it.” Rainbow replied while sharing a fist-hoof bump with him while floating on his back with the same posture.

“I'm not so sure.” Kion still thinks otherwise as he sniffed for their scent again. “I didn't even find any hyena tracks. No sign of Janja at all.”

“And we didn’t sense their presence around the area either.” Twilight added.

“Hey wait, I didn't see any jackal tracks either.” Fuli brought up as she remembered.

“Did we see any crocodile tracks?” Beshte asked Bunga and the earth ponies.

“Uh, I don't think so.” Bunga replied.

“Nope.” Applejack also replied while shaking her head as Pinkie tried moving her tail and body around to get a sense for them.

“Didn’t even get a Pinkie sense out of him.” Pinkie added.

“And last I checked, none of them eat roots or leaves.” Ono brought up.

“Right. And Janja doesn't usually eat bugs... are you sure it was Makuu, Goigoi, and Janja you saw?” Kion then asked the three.

“Well, I didn't actually see Janja.” Muhangus admitted.

“I didn't see Goigoi either.” The hare added.

“I didn't stick around long enough to see Makuu. But I sure heard him.“ Jebora added as he recalled what he heard while shuddering at the memory. “He said, "Mmm mm. You look tasty. I'm gonna eat you!"”

“That's what Goigoi said!” The hare gasped as she recalled.

“And Janja!” Muhangus added.

“Wait... Makuu, Goigoi, and Janja all said the same thing?” Kion said in surprise hearing all of this as they all nodded in response. “Something weird is going on.” He thought as he turned to the egret. “Ono, scout the Pride Lands. See if you can find Makuu, Goigoi, and Janja.”

“Rainbow you go with him.” Twilight added. “And be ready to bring him or them down.”

“Affirmative!”

“You got it!”

The two replied as everyone hears the sound of hyena laughter.

“Hold on. Do you hear that?” Fuli brought up as her ears picked up as the sound of Janja’s voice is heard.

“We got you now!”

“Sounds like Janja!“ Beshte said.

“Janja?! Ah!” The aardvark exclaimed in fright with the other two.

“This way.” Fuli said as she led the way.

“You guys wait here with Fluttershy.” Kion instructed them as the peagsus flies over to them with some plants and bugs for them to eat. “Time to figure out what's going on.” He then said to the others. “Till the Pride Lands and Equestria’s end...”

“Lion Guard defend!” The others finished as they race to where Fuli had stopped.

“I don't hear Janja anymore.”

“I can't see him, either.” Ono added as they hear rustling from the nearby bush.

“Shh. Janja. Come on.” Kion whispered to the others as they slowly approach the bush at every corner.

“We need to be very quiet so…” Twilight told the others until Rainbow quickly flew towards the bushed and tackled the guy hiding in the bush.

“So much for the element of surprise.” Twilight said in annoyance with her impulsiveness as Ono widens his eyes upon what he and Rainbow have discovered.

“Wait! It's not Janja!” Ono reported as the others run up to see that Rainbow has tackled down a bird with dark blue feathers and green eyes.

“No, no, no. No, I'm not. I'm Tamaa, the drongo!” The bird nervously said in the face of the rainbow-maned pony.

“A drongo.” Ono said to the as Kion motioned Rainbow to let him go.

“Well, don't worry Tamaa. We won't let Janja hurt you.” Kion assured him.

“Why would Janja hurt me?” He asked before remembering with a gasp. “Oh, right! You heard him just now.”

“Yeah! And he sounded close.” Beshte added.

“Oh, they were. Very close indeed. But then he and his hyenas ran off. They went... eh... that way!” Tamaa explained while fumbling a little as Applejack looks on very suspiciously at him.

“Thanks Tamaa!” Kion thanked while buying it. “Till the Pride Lands and Equestria end’s...”

“Lion Guard defend!” The others finished as Fluttershy meets up with the Guard minus Applejack and Rainbow after the former pulled the latter by the tail before she could fly off to whisper to her of her suspicions to her to which she is quick and on board to keep an eye on the bird to see if the cow girl’s suspicions are correct.

“Hey everyone, what did I miss?” She asked as she flew beside them.

“You missed nothing.” Twilight replied. “Just came across a bird.”

“What kind of bird?” She asked.

“A drongo.” Beshte answered. “Good thing he actually saw where the hyenas went.”

“Yeah! He's the first one to see anything.” Fuli added.

“Oh my, that sounds interesting because usually they…” Fluttershy replied before suddenly thinking of a sudden thought at the same time as Ono. “Wait! A drongo!”

“That explains everything!” Ono figured out too. “Everyone, everyone! Follow me, quick!” Ono stopped everyone and lead them back to Tamaa.

“Ono?” Kion asked.

“We’ve figured it out! Come on!” He told them as he flew ahead leaving Kion confused.

And true to their suspicions, Tamaa was able to mimic Janja’s voice to scare a hydrax away from the food he was going to eat.

But just before he could eat it, Rainbow tackled him to the ground again.

“Gotcha!” She shouted.

“Not so fast.” Applejack added as she glared at him as Rainbow placed a hoof on his chest. “I knew you were lying from the start." She stated as the others surround the bird.

“Un-bunga-livable! You sounded just like Janja!” The honey badger commented in amazement.

“Cool!” Pinkie added with a grin.

“That's because he's a drongo.” Fluttershy told the others.

“And drongos can make their voice sound like other animals. Isn't that right?” Ono asked while wanting him to admit it.

“Yes, it's true.” He replied with pride. “I can make my voice sound like other animals, any other animal in the Pride Lands, really. It's my little talent.”

“Which you've been using to scare animals all over the Pride Lands.” Kion sternly scolded him.

“And that sir, is a very, very, bad thing to do!” Fluttershy angrily added.

“Admit it!” Fuli demanded as Tamaa tried to insist innocence.

“Who, me? No, I never.” He said in Janja’s voice. “I mean, it wasn't me who...” He said in Makuu’s voice. “I can explain.” He said in Goigoi’s voice but it was clear he was unable to lie straight in a panic as the others give him unconvinced looks.

“Give it up, you ain’t fooling nobody now!” Applejack pressed him.

“All right, kids. You got me.” He confessed. “I pretended to be Janja, and Makuu, and Goigoi. But so what? Is there any harm in that?”

“You would scare little animals so they'd run away!” Fluttershy scolded him while still upset but not as angry as before.

“Is it my fault that my performances are so convincing? It's a compliment, really.“ Tamaa tried to spin in around.

“But you did it to steal their food!” Beshte crossly added.

“Steal? No, no, no. It's an act, it's a show. It's all in fun. I do some voices, and if my audience happens to leave me a little food as a reward, well, is that so wrong?” Tamaa continued as he tried to correct them.

“Absolutely.” Fluttershy again firmly replied.

“Who do you think you are?” Ono asked him very disgusted with him.

“Who do I think I am?” Tamaa returned as if it was a trick question before breaking out into a song.

Bird of a Thousand Voices

He sang as he flew around the area imitating the animals nearby before recalling a memory of himself when he was young which had him hatching from an egg while mimicking various animals noises non-stop. He then recalled his past after growing up with being denied food by various animals as he looked around.

He then recalled of how he used his talents to further mimic voices of other animals while annoying some of them and being glared at by everyone expect for Pinkie and Bunga who happily dance to the tune as he recalls riding on warthog’s backs while imitating them while stealing from a mouse from behind his back leaving him crying when it happened.

He then sang as he marched in front of the Guard while mimicking Janja, Makuu, and Goigoi again during his song before flying up amongst the other birds in the sky even using their voices in his song as it comes to an end.

“Thank you, thank you very much.” Tamaa then said while bowing before everyone with standing ovation.

“Poa!” Beshte voiced his amazement with his talent and song.

“Can you do an imitation of me?” Bunga asked.

“And me?” Pinkie also asked.

“Sure.” Tamaa agreed as he cleared his throat to do so as Kion and Twilight stepped in before he could.

“Bunga!”

“Pinkie!”

They both said in somewhat stern voices.

“Right, right, right, you're the leaders of the Lion and Pony Guard.” Bunga replied as the two rolled their eyes as Pinkie speaks what Bunga’s thinking.

“Imitate Kion and Twilight first, then me and Pinkie.”

“Bunga, Pinkie, focus.” Fuli and Rainbow reminded them just as serious as the two leaders talk to him.

“Tamaa, tricking others and taking their food upsets the Circle of Life.“ Twilight reprimanded him.

“If I had an amazing talent like yours, I'd use it to do good.” Kion then gently added.

“You're right.” He responded as he sees to get the memo. “Of course you're right. Why? Oh why did I never think of that? The food I snatched from the beak snaps amounts of the innocent. the heartbreak, the pain.” He said rather dramatically as Ono and Rarity groaned with the later walking off in a huff in offense to that display. “I feel so ashamed.”

“Poor little guy.” Beshte took pity on him.

“It’s okay.” Fluttershy comforted him. “You just made a bad choice. You just need to correct yourself.”

“Tell you what.” He offered. “From this day forward, I'll only use my own voice. I promise. I promise.” He repeated as he ended up using Janja’s voice by accident the first time.

“Hmm. Better make it a Pinkie Promise.” Pinkie then seriously demanded of him. “Repeat after me.” She began repeating the motions of the rhyme and routine. “Cross my heart and hope to fly, stick a cupcake in my eye.”

“But…” Tamaa tried to insist a single promise is enough but upon seeing that the pink party pony is serious about this he relents. “Cross my heart and hope to fly, stick a cupcake in my eye.” He repeated as he then accidentally poked himself in the eye in the process.

“Hmmm. Okay.” Pinkie now happily replied as everyone laughed together. “You’ll get it. It just takes practice and learning to keep your promises.”

At that moment, Janja’s laugh is heard through the Pride Lands as Ono flies over to examine the commotion and this time it’s the real deal.

“Hapana! Janja and his crew! The're about to attack a herd of impalas! And this time I can see them!” Ono reported to everyone.

“And we're here wasting time talking to you! No more imitating!” Kion then firmly berated him while again warning him against pulling anymore tricks on others.

“Drongo's honor.” He returned with a wing on his chest as the Guard head’s off to head the hyenas off with Bunga and Pinkie sticking back for second for one last word.

“I still wish you would've done my voice. Now I'll never know how I sound like.” Bunga said in disappointment before catching up with the others.

“And remember, I’m watching you.” Pinkie ominously reminded him before leaving too.

Meanwhile the real hyenas are pursuing the impala herd as they lock their teeth and chomps ready for a meal.

“Hey, don't run away! We just wanna invite you to dinner!” The hyena leader commented to them.

“We do?” Cheezi asked looking confused as always.

“Sure. They're gonna be the main course.” He replied.

“Good one, Janja.” Chungu laughed along with Cheezi as they suddenly find themselves kicked in the face by Applejack along with being forced back by Beshte as he charges his back into them.

“What's so funny, hyena?” Fuli smugly taunted them.

“Yeah, who’s laughing now?” Rainbow added just as smugly as the cheetah.

“Uh... nothing and nobody.” Cheezi nervously replied.

“Don't you remember? Janja made that great joke about eating the impalas.“ Chungu said while forgetting the joke itself. “Wait, how did it go again?”

“Stuff it, fur brain!” Janja responded with a paw on his mouth to get him to quit talking.

“I'm gonna give you hyenas to the count of three to get out of the Pride Lands.” Kion warned them as he and Twilight with her horn flared approach the three.

“You can count to three?” Chungu asked rather dumfoundedly.

“Ooh! I wanna hear it!” Cheezi eagerly and mindlessly asked as Janja pulled him away before he could approach Kion and Twilight as Twilight narrowly struck him with magic there.

“Nice seeing ya, Kion. You too, Twilight. Love to stay and chat but, uh, we were just leaving.”

“We were?” Chungu again asked.

“One, two...” Twilight began counting ready to use her magic on then until they started to retreat.

“We're going, we're going.” He told them in defeat as they ran off.

“The faster, the better.” Twilight commented feeling pleased seeing their temporary cooperation.

“That was a close call.” Fuli commented in slight relief.

“You said it.” The hippo couldn’t agree more. “We were so busy searching for phony crocs, jackals and hyenas, we almost missed the real hyenas attack.”

“Let's just hope Tamaa keeps his promise so we don't any more false alarms.” Kion hoped as Pinkie popped her head up next to the prince.

“Don’t you worry about that Kion. I’ll be watching him every step of the way.” Pinkie assured as she ran off to check up on him. “Because nobody breaks a Pinkie Promise.”

“Uh…” Kion could only say.

“You can definitely trust her with that.” Twilight told him with a knowing look.

Meanwhile a female mouse was eating grubs as Tamaa flew by at spotted the sight.

“Hi, How you doin'.” He greeted while eyeing her food. “Ooo that's a nice ice pile of grubs you got there.”

“Uh, thank you.“ She somewhat uncomfortably replied as he continued eating.

”So, uh, you think you're gonna eat 'em all?” He asked.

“Probably.” She again replied as she continued eating.

“'Cause I wouldn't mind eating a bite or two, if you got some to spare.” He said while adding a joke. “I'm feeling a little peck-ish. Ha, get it? Peck-ish. I've got a beak, see? I peck things with it. Pretty funny, right?”

“Uh, yeah.” She returned indifferent to what he is trying to ask of her.

“Seriously, do you have some food you can give me? I'm really hungry.” He pleaded with her.

“Sorry, but these are my grubs. You'll need to find your own.” She refused as she secured her goods and turned away.

“I bet you wouldn't say that to Janja.” Tamaa grumbled in response.

At the same time the hyena trio have managed to retreat to another part of Pride Lands far enough from the Guard they could stop and rest.

“You know, sometimes I think the Lion Guard doesn't like us.” The big dimwitted hyena commented.

“I know, right? So now what are we gonna eat, Janja?” Cheezi asked their leader.

“Mmm mm. You look tasty. I'm gonna eat you.” Tamaa’s disguised voice said as the hyenas ended up hearing it.

“Me?” Cheezi responded with shock and nervous laughter. “Did you just say you're gonna eat me?”

“No!” He honestly answered.

“Does that means you're gonna eat me?” Chungu then fearfully asked.

“No, fur brains, it means I didn't say anything! But somebody did.“ He corrected then.

“Uh, it sure sounded like you.” Chungu remarked.

“Yeah, he did.” He said in agreement as he turned to the source’s direction. “And he also sounded like he's over there.”

The trio approached him just as he sent the mouse running away after hearing his voice.

“Mmm mm. Did you hear me? I said I'm gonna eat you!”

“Yeah, I heard ya.” The real hyena said to the bird much to his startled surprise. “Grab that bird!”

Tamaa screeched like a monkey before attempting to flee before being caught before he could take off by Cheezi.

“Wait, don't eat me…” He pleaded with Janja’s voice before clearing his throat to return to his normal voice as Cheezi held him upside down. “I mean, wait, don't eat me.”

“He's a little small. Hardly enough to go around.” Chungu pointed out.

“If he help us with my new plan, maybe we won't eat him at all.” Janja sinisterly said as he looked the drongo in the eye expecting his cooperation.

“What you need me to do?” He asked terrified as he looks at him with a teeth-sported smile would kill upon first sight.

“Oh you'll see.” He said as he drags him to where the impala are at their grazing grounds while they duck under the nearby rock as their hiding spot while Pinkie Pie watches out of eye sight.

“Now just say what I told you to say. But make it sound like you're Kion. Got it?” He then told him.

“Uh, I don't think I can. I've never done Kion's voice before.” The distressed bird responded uncertain if he has heard him long enough to get a good feel for the cub’s voice.

“Oh, it's that so. That's okay. I got ya. No problem.” He nonchalantly replied before delivering a ultimatum to compel him into doing so. “How about you say something in your own voice?”

“Sure, I can do that. What you want me to say?” He eagerly replied until he spoke what he had to say next.

“Say goodbye. 'Cause if I'm not eating impala today, I'm eating drongo!”

“You know, now that I think about it, maybe I can do Kion's voice.” He nervously relented as he then imitated the young lion’s voice. “Hey, impalas. “ He began as they got startled for a second. “It's me, Kion, leader of the Lion Guard. The hyenas are back in the Pridelands. So you better run to the Outlands.”

Nothing happened and it took Janja’s glare to get him to keep pushing.

“Impalas, what are you waiting for? Hyenas are coming. Escape to the Outlands. Right now!” He then demanded in Kion’s voice.

“You don't have to tell me twice.” Thurston reacted as he led the frantic running. “Panic and run! Panic and run!”

“Shoo! Scat! Run!” He shouted as the impala ran directly into the Outlands while the hyenas follow after them as they cross the border.

“Let's go boys, our dinner is being delivered!” Janja told his clan as Tamaa spoke up.

“I sounded good, didn't I? Would you believe I've never done Kion's voice before?” He commented while attempting to bargain with him while flying up to his eye level. “You gotta love it! Right? So, can I go now? I did what ya asked.”

“Mmmm, not yet.” He wisely refused as the bird is still forced back upside down. “You still might come in handy. I think I'll keep you around for a while.”

As Janja leads the way Cheezi giggles.

“Could you at least stop breathing on me? I've got sensitive feathers.” He at least asked of the hyena as he dragged him away.

“Sensitive feathers.” Cheezi grumbled in response as he follows after the others.

Back at the Pride Lands, the Guard is currently watching over the Pride Lands which is now quiet ever since they chased off the hyenas earlier.

“Pretty quiet. Guess Tamaa really is keeping his promise.” Kion figured.

“Maybe a little too quiet?” Fluttershy suggested.

“No sign of Janja, Cheezi and Chungu either.” Ono added as he flew over and landed on Beshte’s back.

“Panic and run! Panic and run! Head for the Outlands! They're the only safe place to be!” Thurston exclaimed as he trotted in place before turning to the Guard.

“Whoa, what? No!” Bunga responded in disbelief as he pushed the zebra away from his breathing space.

“What in tarnation are you talking about?” Applejack asked as if he was crazy.

“Where'd you get such a crazy idea?” Fuli asked wondering the same question.

“From Kion.” He answered.

“I never said that.” He honestly replied in surprise.

“Yes, you did.” He responded. “I heard you say it to the impalas. And everyone knows zebras have the best hearing in the Pridelands.”

“So, if you heard Kion say, "Go to the Outlands", why didn't you go?” Rarity asked.

“I am going! I just don't know where the Outlands are.” He replied.

“Of course you don’t.” Twilight said not surprised there.

“Hold on. You say you heard me, but you didn't see me.” Kion asked.

“So, hearing is believing.” He indifferently replied.

“Not with Tamaa the drongo around.” Ono figured what really happened.

“But why would Tamaa fool the impalas into going to the Outlands?” Beshte asked trying to make sense of it.

“Sounds more like Janja to me.” Fuli scoffed.

“Maybe it was Janja. And Tamaa.” Twilight pieced together.

“I know Tamaa is a trouble-maker but, you really think he'd help Janja?” Fuli asked.

“Maybe he didn't have a choice.” Kion replied as he pieced it together too.

“That’s true!” Pinkie said to them as she suddenly appeared. “He captured him and forced him to imitate Kion to trick the impala into going into the Outlands!”

“C'mon Lion Guard! To the Outlands!” Kion led the team there so they can save them all.

“Just a minute. I thought we weren't supposed to go to the Outlands.” He asked everyone especially Twilight ignored him seeing no point in talking to him.

Back in the outlands, the hyenas follow after the impala as they scale the pathway on the hills

“Come on, fellas!” He told his crew as Tamaa groaned from the repeated bouncing as they followed the herd until they reached a dead end at the end of the path they were running on.

“This was so easy!” Janja chuckled at the success at their cornered prey. “I shoulda got myself a drongo a long time ago! You better get used to us, birdie. 'Cause I'm never lettin' you go.” He then said in the bird’s direction before running off ahead.

“Hear that? You're never getting away from us.” Chungu smugly repeated.

“W-why would I want to get away? This is a great setup!” Tamaa replied.

“Yeah! Huh?” He then returned now confused again.

“I've always worked alone. But it's going to be a lot easier now that I have a partner.” He explained to them.

“Partner?” Cheezi asked.

“Sure! Didn't you hear what Janja said? From now on, it's just going to be me and him.” He reminded them.

“Just you and Janja? But what about us?” He asked feeling hurt by what he had interpreted.

“Oh. I hadn't thought of that. With me helping Janja, I don't know if he'll need you two anymore.” He further attempted to manipulate the dimwits.

“He won't?” Cheezi asked.

“Not with me around.” He replied as he shot at his escape angle. “But if you were to let me go...”

“Uh-uh.” He immediately refused to be fooled there as he roughly shook him around.

“Ah! Ah-oh! Ey, ey, easy.”

“Nice try, birdie. But we ain't letting you go until Janja says so.” Chungu said to him in a way that tells him he’s not fooling them there.

“Is that a fact?” Tamaa asked.

“Yeah.”

“Uh-huh.”

The two answered as another yet simple idea comes in the bird’s mind.

“I see.” He then said in Janja’s voice. “Cheezi, let the bird go.”

“Uh, okay, Janja!” He took the bait as Tamaa immediately flew away while cheering at his newfound freedom.

“I don't think it was really Janja who said that.” Chungu began to slowly realize.

“No kidding!” Cheezi suddenly realized the mistake too. “Janja's gonna be super mad!”

“What're we gonna tell him?” He asked.

“How about... nothing?” He suggested to which he quickly agreed on before catching up with their leader.

“Phew! My little talent sure got me out of that mess...” The drongo said in relief before seeing what it got others into. “…but it got those impalas into a mess! I've gotta try and help 'em!” He then went back to do something about it.

As the impala all walk around helplessly with no sense of direction of where to got to get out of here the hyenas approach the herd while ducking from behind the rocks.

“Let the impalas go, Janja!” Tamaa called out in Kion’s voice.

“You hear that?” Chungu fearfully asked as the drongo then ducked behind another rock.

“We've got you surrounded, hyenas!” He called out in Bunga’s voice as he ducked behind another rock behind Chungu.

“There is no way out!”

“You better... run away while you can.”

”Or be prepared to fight the Lion Guard!“

“And the Pony Guard!”

He then called out in Fuli, Beshte, Ono, and Twilight’s voices while flying behind Janja and Cheezi with the latter nervously gulping as he and Chungu cower and huddle onto the head hyena.

“They're everywhere!” Cheezi quivered.

At the Pridelands and Outlands border the Guard approaches it as Ono and Rainbow fly ahead.

“Any sign of the hyenas, Ono and Rainbow?” Kion asked.

“Negative. We don't see them.” Ono returned as he used his keen sight to look down in the Outlands pathway.

“This is your last chance, hyenas!” Tamaa’s Bunga impersonation is heard from afar.

“But we do hear something!” Rainbow reported.

“Leave now, or we're gonna come get ya!” Tamaa’s Pinkie voice called out to the hyenas.

“Hey, that was me!” Bunga pointed out.

“And me!” Pinkie cheerifully added. “But we’re right here.”

“That’s because it’s not you it's Tamaa!” Kion told them as he lead the way into the Outlands.

“C'mon girls and boys!” Twilights told them as she joined by Kion’s side.

“Wow! I really sounded heroic.” Bunga felt pleased with himself until Pinkie dragged him so they can catch up with them.

“You asked for it! We are coming in!” Rainbow’s voice by Tamaa called out to them as they look ready and could use pairs of brown pants right now.

“Unless you leave now!” Applejack’s voice added courtesy of the drongo.

“Which way are we gonna run? They're all around us!” Cheezi asked like he was on the verge of tears.

“I don't know. Uh, maybe we can...” He began to think before seeing the bird isn’t in his mouth. “Hey, why isn't there a bird in your mouth?” He questioned as his subordinate could only nervously laugh in the face of his boss’s anger.

“You are running out of time, Janja! Better scattle why you still can.” Rarity’s voice called out to them courtesy of Tamaa before finding himself face to face with the hyena leader again who and his clan’s shock worn off about learning the deception.

“Nice try. But we know the Lion Guard ain't here.” He returned to the now frightened bird.

“That's what you think!” The real Kion voiced to them.

“Oh, he's really good. That time he didn't even move his mouth.” Chungu said very impressed as Janja realizes what that truly means as he along with the Guard appeared overhead.

“Get away from the bird, Janja! Now!” He demanded as Twilight blasted him away with her magic as Kion tackles and pins him to the ground while they scowled at him with the unicorn’s horn still flaring at him threateningly.

“K-K-K-Kion! Twilight! It's not what you two think.” He tried to play innocent to then. “See, um, we, we were just helping out these poor lost impalas, you know, we thought we'd show 'em the way home.”

“We'll take care of the impalas. Why don't you find your own way home?” Twilight ordered them to leave not fooled by the attempted act as Kion got off of him to give him the chance to do so.

“We'll do that. Let's go fellas.” He immediately complied without hesitation while leading his companions away from the scene.

“That’s right! You better run you big meanies picking on those poor helpless animals like that!” Tamaa called out to the cowering trio in Fluttershy’s voice before changing back into his normal voice. ”Sorry, I was on a roll!”

Afterwards, the Guard then guided the herd back into the Pride Lands with Tamaa helping out too.

“That was a brave thing you did back there, Tamaa.” Applejack commended him while tipping her hat towards him.

“You helped save the impalas.” Ono added.

“Thanks, guys. It felt great to use my talent for good.” Tamaa thought nothing of it while seeing the joys of what can be done if done right.

“It sure must be a good feeling.” Fluttershy sweetly added. “Although just so you know, I don’t cheer like that.” She then shyly said.

“Nor do I growl like that.” Fuli also advised.

“Ah, good tip.” He took it into consideration. “And this time I really have learned my lesson. From now on I'm sticking to my promise. No more imitating others, unless it's for good.” He vowed as he performed the Pinkie Promise routine again. “Cross my heart and hope to fly, stick a cupcake in my eye.”

“And that’s a promise I know you can keep this time.” Pinkie happily took it in.

“Sorry.” He apologized for earlier.

“It’s okay.” She told him not to sweat it. “What you went through with the hyenas is punishment enough.”

“Well I think that's great.” Bunga said while asking of him one more favor. “But couldn't you imitate me just one last time?”

“And me?” Pinkie asked as they clasped hooves and claws with eager smiles.

“Okay.” He agreed no problem as he flew off and away. “Zuka Zama! See you all later, I going to go celebrate! Woo hoo!”

“I really do have a great voice.” Bunga thought highly of himself before noticing everyone else has already left. “Hey, wait for me!” He called out to them as he caught up with them as they all conclude their job protecting the Pride Lands for the day.

Episode 29: Paintings and Predictions

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Episode 29:

Paintings and Predictions

While on morning patrol, the Guard are all drawn to the sounds of cries for help from a gazelle who somehow managed to get his hoof stuck under a very large rock.

“Ono! Is he alright?” Kion asked.

“He's fine. But his hoof is stuck under a heavy rock!” He reported as the lion prince turned to the Guard’s strongest members.

“Beshte, Applejack, see if you can move that rock. Bunga, Pinkie, be ready to pull him free.” He then said to the honey badger and party pony.

“Ookie, dookie!”

“We gotcha, gazelly!”

The two replied as help is on the way for the poor gazelle.

“Twende kiboko! Okay Lil' B, pull away!”

“Come on, get him out of there!”

The two said as they pushed the rock off of him as they manage to free him but it would seem they have managed to catch a bad part of the cliff as they stumble backwards before falling down.

“Bunga!”

“Pinkie!”

The two leaders exclaimed as Fuli tripped up an attempt to save them.

“Hapana!” Ono exclaimed in alarm. “They're sliding towards that cliff!”

“Not on my watch, they’re not!” Rainbow said with determination as she and Fluttershy quickly flew over to the edge of cliff as Twilight teleported over there ready to catch them before they all fall over.

“Hang on, Bunga, Pinkie!” Twilight called out to him as she and Kion race after them. “We’re coming!”

Bunga was able to save himself as he used his claws to stop his fall but Pinkie and the gazelle were still sliding down towards the edge of the cliff.

Luckily for them, both Twilight and Rainbow were there to stop them from falling over as Rainbow and Fluttershy were to catch the gazelle in flight while Twilight managed to catch Pinkie with her magic just as Kion helped the gazelle safely back on the ground just as the unicorn pulled her up to the edge.

“Aw, you're okay.” Bunga assured. “You gotta admit, it was kinda fun.”

“It sure was!” Pinkie replied sharing the same sentiment. “Let’s do that again!”

“No, no, no, no, no, no, no!” Twilight quickly said as she pulled Pinkie away from the edge of the cliff when she was about to jump off of it again. “No!” She whispered to her while shaking her head as the gazelle shook his head not wanting another near-death experience.

“I better see this little one home. It looks like it's about to...” Ono said as they all saw the dark clouds forming as what comes down is… “...rain.“

“Good call, Ono.” Fuli said with an annoyed tone as her fur gets wet again.

“No question about that.” Rarity added as she wore an umbrella hat as the cheetah looks on annoyed at the smug unicorn’s face as she avoids getting her mane drenched again.

While Ono and Rainbow both guide the gazelle back home everyone else makes their way back to the Lion Guard Lair at Pride Rock where they all take shelter.

“Ah, it feels good to be out of the rain. “ Fuli expressed her relief once they all get inside as Rarity removes her umbrella hat.

“You said it, Fuli. “ Beshte said he jumped in the pool to which the cheetah quickly moved out of the way while Rarity ends up getting soaked.

“Aaah! Not again!” She cried as Fuli and Kion chuckled at the sight.

“Yeah. Very funny.” Rarity replied as she glared at the two as the cheetah came over to her.

“Hey, it’s bound to happen to all of us.” She said to her while still laughing seeing the unicorn getting drenched after sporting an umbrella. “Speaking of which you might want to step back a little.”

“Why is that…?” She asked as she suddenly finds herself splashed by water again this time by Pinkie who leaped into the pool.

“That’s why?” She said smugly.

“Sorry!” The pink mare called out as Rarity walked off feeling utterly humiliated.

Bunga then attempted to leap into the pool with a vine only for the vine to tangle his foot about and pull him back over to where Rafiki is working on his latest paintings.

“Yeah, at last. Finished! Ha-ha!” The mandrill declared as he tapped on the painting with his staff to which the giraffe moved forward.

“Ah, I love that trick.” Bunga complimented as he watched still upside down.

“Eh? No, no, no…” He replied in confusion as his focus is more on something he fins off. “The neck. It is much too short.”

“And he's upside down, just like you, Rafiki.“ Bunga added.

“Mmm, yes. I can fix that.” Rafiki noted as he undid the knot holding the honey badger as he drops to the ground. “Ha-ha!“

“Whoa!“

“And now, I'll fix this.” Rafiki then pressed to make the necessary adjustments to his painting. “One longer giraffe neck, coming up. And up, and up.”

As Rafiki works to do so, Bunga decides to take his staff so he can take a look at some of the paintings inside the lair and around the corner. There he spots a painting with zebras and a tall pile of rocks in front of them. He taps on the zebras who run forward.

“Whoa!”

He then tapped on the paintings with the rocks to which the top boulder falls over and breaks into pieces.

“Hmm. “

At that moment Ono and Rainbow arrive in the lair with a sense of urgency.

“Everyone, everyone.” Ono called out.

“Ono. Rainbow. How's the baby gazelle?” Kion asked them.

“He's fine. But now we've got a zebra stampede.” Rainbow explained.

“One of those days, huh?” Fuli answered with a resigned smile.

“Yep.” Twilight replied with the same expression.

“Come on, Lion Guard. Let's go calm the zebras down before they hurt somebody.” Kion then said to everyone as they all head out to do so as the weather had cleared up by then.

As they catch up to the herd, Ono flies up and examines the road ahead of them with his keen sight and spotted some hyraxes in the middle of it.

“Oh, no.” Ono gasped. “Kion, Twilight, the zebras are headed for a family of hyraxes.“

“Then we'll need to stop them before they get there.” Twilight declared as she teleported in front of the herd to intercept them. “Come on!” She said to Rainbow so they can both be ready to stop them there.

Just as they all move to stop them Bunga noticed something ahead.

“Huh, look at that. Those rocks look just like the ones in Rafiki's painting. The zebras look like the ones from Rafiki's painting, too.” He thought before having a look of realization ring in his head. “Whoa! Zebras. Rocks. Zuka Zama!”

“What's the krabubble, Little B?” Beshte asked as he and Applejack both hear his exclamation.

“Those rocks are gonna fall on the zebras!” Bunga answered of what he knows is going to happen.

“And exactly how would you know what’s going to happen?” Applejack quirked a brow as she questioned of how can make such a prediction.

“I'll explain later. We gotta move the zebras away from 'em.” He replied as the two press forward to do so without further questions.

“Move it, fellas!” Beshte grunted as he charged ahead while Applejack lassoed the honey badger onto the zebra leader.

“Say. What's the big idea?” He demanded as his ears were tugged on.

“You got to get away from those rocks.” He told him as he continued to pull on his ears to steer him and the herd away.

“Kion, Twilight the rocks!” Ono alerted them the rock slope from above.

“Heyvi kabisa.” Kion exclaimed as he gave new orders. “Fuli, forget about stopping them. Turn them.”

“Got it.” She said as she sped ahead as she and Rainbow worked together to steer them away from the rocks while Twilight put up a magical barrier to ensure they steer the right direction just as the top boulder fell down to which Twilight quickly turned around and lit her horn to for a last second teleportation just before the rocks can crush her.

Everyone witnessing this reacted with horror thinking she got crushed to death.

“Hapana!”

“Oh, no!”

Ono and Beshte exclaimed.

“Twilight!” Kion exclaimed in horror as the unicorn appeared right beside them.

“Yes.” She replied with a smile.

“Phew. Thank goodness you’re okay.” Kion sighed in relief along with the others. “Okay, everyone. Slow 'em down.”

“Easy, zebras. You're safe now.“ Fluttershy gently urged them to as she flew in front of them.

“Slow down. No need to panic.” Ono said to them as he lowered down to their eye level.

“Whoa, zebra. Whoa!” Bunga urged Thurston to stop as Pinkie quickly appeared right in front of them.

“Hello.” She greeted the startled zebra as he immediately halted.

“There we go. Easy does it.” Beshte told the zebras in front of the pack as they gently bumped into him.

“Nice job, everyone. The hyraxes are safe.” Kion commended everyone.

“Un-Bunga-lievable.” Bunga said to himself as he got off of the zebra.

“So, Little B. How did you know those rocks were gonna fall?” Beshte asked as she and Applejack approach him.

“I'll show you.” He said as he turned to Kion. “I gotta show Beshte and Applejack somethin' back at the lair. See you there.“

“Uh, okay.” Kion replied unsure of what and why as Twilight simply shrugged in response. “So, what caused the herd to stampede?” He then asked the zebras with an attentive brow raised.

“Well, we were at our grazing grounds when all of a sudden there was a big boom.” He explained.

“A boom? What do you mean, a "boom"?” Fuli asked for more details.

“You know, a great big boom.” He replied thinking it should be obvious to figure out what.

“I think he might mean thunder. And that storm this morning was near the zebra grazing grounds.” Ono clarified.

“What's thunder?” The zebra asked as Twilight and Rainbow face-hoof themselves in response.

“Um, it goes boom?“ Ono answered.

“Yes. That's it exactly.” He said now that the pieces are put together. “A great big boom. It was loud and scary. So we did what we always do when something scares us. We panicked and ran.“

“Good plan.” Fuli deadpanned.

“Very good plan.” Twilight emphasized while deadpanning and shaking her head disapprovingly.

“Well, the storm clouds are gone. You have nothing to worry about.” Fluttershy assured them.

“So you can all go home.“ Kion positively added.

“Fabulous.” Thurston replied in satisfaction. “Uh, now, which way's home?” He then cluelessly asked to which Rainbow groaned in exasperation having enough of this.

“Oh for the love of Simba. That’s it. I can’t take anymore of this.” Rainbow stated as she flew away from them as Kion sighed.

“Ono, Fluttershy, make sure the zebras get home safe.” He told them.

“Affirmative.” Ono saluted.

“This way, zebras. Follow me.” Fluttershy gently said to them as she and Ono led the way while Thurston stayed behind.

“How are we supposed to follow him? We can't fly.” He again commented while ignoring the obvious answer.

“Seriously?“ Fuli irritably asked as Twilight just as irritated used her magic to push him to catch up to the rest of the pack.

“Just get a move on and follow the other zebras.” Twilight told him just as irritated.

“Oh!” Thurston replied now getting it.

“Oh.” Twilight deadpanned again while rolling her eyes. “Idiot.” She muttered under her breath.

“Hey. Wait for me.” The zebra called out to the others as he ran after them.

From one of the nearby hills was Janja, Cheezi, and Chungu hiding in the tall grass.

“Look at all those tasty zebras.” Janja sinisterly grinned.

“Yeah. Look at 'em.“ Cheezi chuckled as he looked on at the sight.

“I'm lookin', I'm lookin'. Ooh. All those stripes make me dizzy.” Chungu then added as he fell on his back.

“What are we gonna do, Janja?” Cheezi asked his leader.

“We follow 'em.” He replied. “Once Ono leaves, we can spook 'em, and then those stripey treats will be ours for the takin'. Come on!” He declared as he and his clan break out into another song together.

Meanwhile at the lair where Rafiki is still working on his paintings while he saw in his in gourd.

“All out of mango.”

As he set off to fetch more paint, Bunga used this opportunity to take Rafiki’s staff again so he can show Applejack and Beshte.

“Okay, Big B, AJ, look at this.” He tapped on the painting from earlier. “The zebras are running. And now, the rocks are falling.”

“That's just like what happened today.” Beshte gasped.

“I know.” Bunga returned.

“But what's it mean?” Applejack wondered with a pondering hoof.

“Don't you get it? These paintings show what's going to happen before it actually happens.” Bunga answered.

“Are you sure about that?” Applejack asked. “I’m no painting pony per say but I don’t Rafiki is a painting psych.”

“Why is that?” Bunga asked. “You were there you saw what happened.”

“Yes, but think about it.” Applejack reasoned. “If Rafiki knew a zebra herd was going to run towards those rocks he would be painting it by now. Plus Pinkie would have immediately sensed it with her Pinkie Sense.”

“Yeah…that’s true.” Beshte replied as he is not sure what to make of all of this as he spots a painting with a young lion on a tree similar to Kion’s appearance. “Hey, doesn't this one look like…“ Beshte started as Bunga gasped in horror of what he thinks is going to happen.

“Kion! Oh, no! I don't wanna watch!“

“Bunga. If these paintings tell the future, that means…” Beshte began as the realization dawns on him too.

“Kion's going to fall off a really high tree. He could get hurt. Or worse. We got to warn him.” Bunga immediately jumped to conclusions as he and Beshte ran off ahead leaving Applejack behind.

“Guys, wait!” Applejack urged them to stop to no avail as the honey badger tosses aside the staff into Rafiki’s paint.

“Hi, Rafiki. Bye, Rafiki.” Bunga and Beshte rapidly said to him as they run by him.

Rafiki shrugged it off while groaning in annoyance at the mess made from Bunga’s carelessness.

“That wasn’t me I swear.” The farm pony quickly said.

“I know.” He acknowledged with a sigh. “And I’ll have him clean it up when I have the chance. So what’s their hurry?”

“They think something is going to happen in the future after getting a look on one of your paintings.” She replied.

“What?! Oh, no, no, no, no, no.” Rafiki quickly answered. “Those were paintings from the past. They don't predict the future.”

“Really? I didn’t think so either.” Applejack asked just to be sure.

“Yep. And it seems your friends are getting the wrong idea.” Rafiki added to confirm it.

“Well, I better go stop them before something else happens.” Applejack resolved as she quickly ran out of the caves. “I’ll ask more about later.”

Meanwhile, Ono and Fluttershy have managed to successfully lead the zebra’s back where they belong.

“Here we are. Zebra grazing ground.” The egret informed them. “You're all back home.”

“Really?” Thurston replied as he looked around. “Hmm. I guess it does look familiar.“

“Thank you for getting us here safely, Ono. You too Fluttershy.“ The female zebra thanked them as she nuzzled her child.

“Our pleasure.” Fluttershy sweetly returned. Keeping everyone in the Pride Lands safe along with caring for animals when needed is the Lion and Pony Guard's duty.”

As the two continue to converse, the hyenas watch from the nearby rocks.

“So, Janja. We've followed the zebras home.

“Can we chase 'em now, Janja? Can we?”

The two asked.

“Not yet. Stick with the plan.” Janja shook his head as he reminded them. “We wait till Ono leaves, then we chase the zebras.“

“Yeah, you heard him. Stick with the plan. Stick with the plan. Right.” Cheezi repeated to Chungu who giggled.

“Uh... What was the plan again?” Cheezi asked again.

“Oh, just wait till I say "go."” Janja replied with a groan.

“Right!”

“Uh... What's he gonna say?” Chungu cluelessly asked.

“Go!”

“I'm going. I'm going.” Chungu charges ahead while again jumping the gun on his leader’s plan as Cheezi followed suit.

“Wait for me.”

“Oh, those fur brains. I said wait till I say "go."” Janja said in irritation as he just follows suit. “Oh, and I just said it. Hey, hey! Wait for me!”

Of course, everyone was alerted to their presence.

“Hyenas? Hapana!” Ono exclaimed as he flew off ahead. “I've got to get the rest of the Guard. Fluttershy buy us some time and stop them.”

“But how do I stop them?” Fluttershy called out as she too panicked along with the zebras who all “Panic and run!” But then she remembered her stare which subdued the cockatrice.

“Janja was right.” Cheezi cackled in amusement. “Look at 'em go.”

“Panic and run. Panic and run.” They sing song in a mocking tone as the terrible trio close in on their prey before suddenly being intercepted by the buttercream colored peagsus.

“Not a step closer!” She warned them as they stopped in their tracks.

“Aww! Look if it isn’t the little animal loving member of the Guard.” Janja mocked in a baby like tone as her serious expression didn’t change. “Now why don’t you do us a favor and give us some love in letting us have some of those zebras.”

“Not on my watch!” She fiercely said to them as she unleashed her stare on them to which unnerved them quite a bit.

“Janja?”

“Why is that sweet pony scaring us to death?”

The two asked their clan leader as they shook in fright.

“Don’t know don’t care!” Janja cowered as he shielded his eyes.

“That’s right.” She boldly said to them. “Now you all march on over back to the Outlands and stay there if you know what’s good for you. You hear me?!”

“Yes.” Janja trembled.

“Then move it! Now!” She ordered them as they all do as they were told.

“Okay!” He quivered as he led his clan away from her.

As Fluttershy turns away she sees the zebras running off to which the peagsus had to fly off after them to stop them before they hurt themselves.

“Zebras! Stop!” She shouted after them.

Back at Pride Rock where both Kion, Twilight, and the others await for the two to get back with the good news.

“Think the zebras made it home safe?” Fuli asked.

“Ono's keeping an eye on them. We should know soon enough.” Kion replied as Bunga and Beshte approach them.

“Kion!” Bunga called out.

“Hey. What were you showing Beshte and Applejack?”

“You're not going to believe this.” Beshte began.

“Believe what?” Rainbow asked.

“Rafiki's paintings, they predict the future.” Bunga explained.

“Yeah, right!” Rainbow laughed it off.

“You're right. I don't believe it.” Kion returned. “There's no way Rafiki's paintings can predict the…”

Before Kion could finish Ono appeared with urgent news.

“Kion. Kion. We have a big problem this time.”

“Oh, let me guess, zebras again.” Fuli asked as she rolled her eyes as the egret nodded in response.

“Yes, but they're being chased by hyenas.”

“Hyenas?” Fuli asked with a hint of surprise as she raises a brow hearing that.

“No, they’re being chased by water monsters.” Rarity sarcastically commented. “Yes, by hyenas!”

“Hey if this is about you getting soaked earlier lay off because I too hate getting wet in the rain and there are times it happens to everyone so quit you’re whining.” Fuli fired back just as Twilight teleported in between them before things could get heated between them.

“Enough!” She firmly stomped her hoof onto the ground.“We don’t have time for this.”

“Twilight’s right.” The lion prince agreed. “Ono, lead us to the zebras.

“And fast.” Fuli added with emphasis.

“Affirmative.”

“But Kion, the paintings.” Bunga tried to speak with him about it as Kion and Fuli run ahead with the ponies following after them.

“No time for paintings, Bunga. We need to stop the hyenas.” Kion told him before running off.

“But what if Rafiki's painting comes true while we're fighting the hyenas?” Bunga asked Beshte.

“We just need to make sure Kion doesn't climb any trees.” He replied as Applejack ran beside them.

“Guys, his paintings don’t predict the future.” Applejack told them to get a grip. “You’re all worrying about nothing.”

“And how would you know?” Bunga refused to listen. “You were there.”

“Yes I was but…” Applejack tried to explain until they all closed in on the zebra herd just as Fluttershy catches up with them and unleashes her stare on them to get them to stop in their tracks.

“Whoa.” Kion said in surprise. “Are you all seeing what I’m seeing?”

“Yep. She is performing her stare on them.” Twilight replied finding it normal.

“Must have been really out of control herd if she using the stare on them.” Pinkie noted as she observed the peagsus’s harden glare before they all make their way to her.

“No please! We’ll stop! Just please no more!” One of the male zebras pleaded as he looked away.

“Fluttershy.” Kion called out to her who just released her grip on them while Ono does a head count from above.

“Oh, hey Kion.” Fluttershy replied as she sighed in relief. “It’s all right, it’s already taken care of. The hyenas are all back in the Outlands.”

“And I gotta say, you sure did a great job with that stare of yours.” Kion complimented as Fluttershy looked aside a little ashamed of having to scare them like that to which the lion placing a paw on her shoulder to assure her she did nothing wrong. “It’s okay.”

“Everyone, we have a problem. I did a quick count of the herd, and we're three zebras short.” Ono reported after he flew around and performed a quick scan.

“What? The hyenas didn't get them, did they?” Beshte hoped that didn’t happen.

“No, no, no.” He quickly replied to make sure of that. “I've spotted the missing zebras. But they're stranded on the other side of Maji Baridi Falls.”

“How'd they get way over there?” Rainbow questioned.

“Knowing them they probably panicked and ran.” Twilight replied with a smirked sigh as Fuli smirked as she too figured the same thing.

“Well, however they got there, we've got to help them get back.” Kion voiced of what must be done. “Ono, lead the way.”

“Affirmative.”

As everyone all heads out, Bunga, Beshte, and Applejack stick behind for a minute.

“So, how are we gonna protect Kion now?” Bunga asked them.

“As I was trying to say earlier, ya’ll have nothing to worry about because those paintings do predict the future.” Applejack firmly repeated to them as they follow after the group.

“But…” Bunga protested.

“They were all paintings from the past.” Applejack repeated. “If something were to happen Pinkie would have sensed it just before it happened.”

“But you saw what happened back at the rock slide with Twilight.” Bunga brought up. “What if something does happen to him when he gets on a tree?”

“Look I get what you’re saying but much like the Pinkie Sense there are times when we just have to accept that there are some things you just can’t predict.” Applejack understood as she still pressed with them to listen to her as she ran up to catch up with the others. “Come on, we better keep up with them.”

“Don't worry, Little B. Maybe there aren't any trees between here and Maji Baridi Falls.“ Beshte attempted to assure as they all make their way over to the missing zebras although the attempt falls flat when the area does have loads of trees around the area.

“Everywhere you look, trees, trees, trees.” Bunga commented in horror at the sight to which both Fuli and Rainbow took notice of.

“And just now you're noticing?” Fuli asked them.

“Seriously.” Rainbow added just as perplexed as the cheetah while Applejack could only shake her head seeing they are going to have to learn the hard way.

“A tree branch.” Bunga exclaimed upon seeing something red and pink up in front of Kion and Twilight’s path.

"Bunga, it's on the ground." His hippo friend pointed out. "How could Kion fall from it?"

“He could trip.” Bunga still rationalized in a panic as he moves to tackle it out the way just as Kion and Twilight leap over what really is a snake. “Look out!”

“Ahhh! Bunga?” The snake yelled out to him rather irritably.

“Bunga? Leave Ushari alone.” Kion crossly said to his friend as he is now being strangled by him.

“Sorry. Thought you were a tree branch. My bad.” He apologized.

“I should bite you, Bunga, but the last time I did, I couldn't get the taste out of my mouth for days.” Ushari hissed at him as he slithered away to which the honey badger licked himself.

“Your loss, Ushari. I taste great!” Bunga blissfully misses the point as Twilight groans in disgust.

“Oh, come on, let's find those zebras.” Kion just wanted to them to focus on their mission.

“Come on, Bunga. More trees ahead.” Beshte alerted them just as Twilight and Fuli intercept them.

“All right, you two. What's going on?” Twilight asked them.

“Yeah, you're acting even stranger than usual. “ Fuli added as the two questioned share a look before Bunga explains as Kion, Rarity, Ono, and Fluttershy are all ahead looking for the missing zebras.

“Okay. So I was looking at Rafiki's paintings. You know how his staff can make them move... And the zebra stampede and rock fall were just like the painting.”

“Seriously?” Fuli replied.

“Yeah. And then we saw Kion fall off the tree branch.” Beshte also explained to ensure that this is not made up.

“Really?” Twilight replied still not believing not. “And you both are taking word from painting that happened in the very past as painting that predict the future?”

“Sounds hard to believe.” Fuli noted not buying it either.

“But what if it's true?” Beshte brought up. “How would you feel if Kion got hurt?”

“And remember earlier at the rock slide that could have killed you.” Bunga reminded Twilight as she let the thought sink in.

“Look I get what you’re saying but I still think you are jumping to conclusions once again.” Twilight understood as she processed all of this. “Rafiki’s paintings were all something that happened in the past.”

“Exactly!” Applejack stated.

“Pinkie.” Twilight called out to her who ran up beside her.

“Yes!” She asked as Twilight whispered something into her ear. “You got it!” She replied with a salute as she ran ahead to catch up with Kion up front.

“What did you ask her to do?” Bunga wondered.

“You’ll see.” Twilight just said with a pleased smile as they all catch up with the others just as Ono directs the young lion’s attention to a nearby tree.

“Kion. You can see the zebras from up here.”

“Great. I'll take a look.” Kion replied as he proceeded to climb up the treeto which Bunga and Beshte reacted with alarm seeing this as Twilight held them with her magic to keep them from running after him.

“What are you doing?!” Bunga asked frantically .

“Calm down. I got this.” Twilight said to them as Kion climbed up the tree just as Pinkie appears at the base while feeling around the area while trying to have her Pinkie Sense feel for anything strange nearby.

Pinkie raised her hoof to signal to the others that it is all good as Kion, Rainbow, Fluttershy, and Ono observe from the skies.

“Kion. I just spotted a shortcut to the zebras.” Ono informed the cub as after another scan up ahead.

“Great. Show us the way.”

“It's this way, through the trees.” Ono pointed to said nearby trees to which Bunga, Beshte, and Fuli gasp in horror at the sight.

“Pinkie.”

The party pony followed with Twilight’s order as she ran ahead looked around before turning back.

“All clear.” She said as she ran off ahead.

“Then let’s move out.” She told the others as she and the others followed as Kion briefly expressed a silent confused expression at why Pinkie used her Pinkie Sense to examine the tree-filled area before pressing forward with everyone.

“What's going on?” Ono asked as he, Rainbow, Fluttershy, and Rarity want to know what the deal is.

“We're trying to save Kion.” Bunga returned.

“Save him? Save him from what?” Rarity asked.

“They think because they witnessed one of Rafiki’s paintings thinking that Kion is going to fall off a tree.” Applejack explained.

“Really?” Rarity expressed surprise they think that. “Of course that didn’t happen.” She immediately corrected the worried companions.

“But the paintings…?” Bunga tried to explain.

“...were paintings that happened in the past.” Rarity answered. “And I know because Rafiki showed them to me when I was helped him capture his vision in some of the paintings he worked on which were all events that happened in the past.”

“But there's gotta be a reason he knew the rockslide and zebra stampede from earlier happened.” Beshte brought up what he saw too.

“I think you two did not see what you saw.” Rarity replied while shaking her head.

“But I still think we should still look out for Kion if it’s true.” Fluttershy began to worry too.

“If you're right, I better help. Kion's in danger.” Ono shared beginning to believe them as the others shake their heads as they are still getting worked up over nothing.

“Not anymore, Ono. Now that you know, Kion has the whole Lion Guard looking out for him.” Bunga assured the two they got their friends back.

“Yeah. And we'll make sure he doesn't get anywhere near a tree.” Beshte vowed as he called out to them from a nearby tree branch over a flowing river.

“Lion Guard. I found the zebras. We can cross the river on this big tree branch.”

The rest of the Lion Guard gasped as Pinkie already went ahead while the ponies had to restrain them from going crazy in trying to stop him.

Pinkie searched around the nearby area before getting on the tree while making sure her tail wasn’t twitching before motioning with her tail to the others that’s it good as Kion was left wondering what’s getting some of the teammates frantic and overly-worried for him.

“What's going on with everybody?” He asked to Pinkie.

“Nothing.” She quickly replied as she hopped off as the others catch up.

“Twilight.” He then seriously asked her which left the unicorn silently realizing that he is on to her. “You had Pinkie use her Pinkie Sense to detect whether that tree branch along with the forest was safe or not. Any reason why?”

Seeing that she is backed into a corner here decides it was best she fesses up now.

“The guys believe that you will fall off a tree because of a painting they misinterperted.” She answered.

“This again?” Kion asked even more annoyed of how far this is going. “I thought you aren’t one of those ponies who jumps to conclusions.”

“I don’t.” She quickly counter replied. “I was just trying to get them to stop worrying too much over you. But it seems to be still falling on deaf ears and blind eyes.”

“Bunga!” Kion scolded him for starting all of this.

“Rafiki's painting showed you falling from a big tree branch.” The honey badger said in his defense.

“Bunga. There's no way Rafiki's paintings tell the future.” Kion asserted of what he, Twilight, Applejack, and Rarity have all been trying to tell him. “Now let's focus on getting these zebras back to their herd.”

But just before any of them could set out to do so, Pinkie’s tail started twitching as Beshte accidentally backed into a nearby boulder which sent into the zebra’s way down the hill.

“Oh, no!” Ono exclaimed.

“Zebras, look out!” Kion shouted after them as they all...

“Panic and run. Panic and run.”

...by jumping into the river.

“Zebras.” Rainbow groaned as she flew over to them.

“Lion Guard, Pony Guard. Help!” The female zebra cried out as they are dragged down river by the current to which Rainbow worked her wings into slowing them down as she and Ono see they are headed straight for a waterfall straight ahead.

“Hapana! The zebras are heading towards Maji Baridi Falls.” Ono alerted the team.

“Hevi kabisa.” Kion said in response as he thinks of something that would help them to safety and fast. “I have an idea.” He then proposed as he led them to the nearby ledge down below with a tree down there. “Come on. I've got to roar from that branch over the waterfall.”

“But, Kion, the painting!” His best friend reminded him.

“I don't care.”Kion refused to listen to him. “It's the only way to save the zebras. After I roar, make sure the zebras are okay.” He then said before he set off down hill.

“You got it, Kion!” Bunga returned as all the others could do was watch as he climbs down the hill and up the tree.

“Get ready, Rainbow Dash!” Twilight called out to her. “Kion’s gonna Roar!”

Rainbow clings onto the zebras as he gets a good grip on them preparing to brace for impact.

“I hope this works.” Kion said as he unleashes the Roar of the Elders at the waterfall which caught them before they fell over and sent them to safety over on the edge off-stream.

The female zebra nuzzled his son in relief as Thurston landed on Beshte’s back while Rainbow managed to stop herself from falling in flight.

“Aw, yeah! Now that was fun!” Rainbow cheered having a thrill from that as the clueless zebra found the hippo’s weight cushion to his liking.

“Whoa! Oh, comfy.” He said before getting off just as the others look down to give Kion the good word.

“Kion, you did it! The zebras are safe!” Pinkie cheerfully reported.

As Kion moved to regroup with them he ended up slipping a little and fell off the tree as the Lion Guard gasped in horror in seeing.

“Kion!”

“Kion! No!”

Bunga and Fuli reacted upon thinking that Kion suffered a nasty fall only for it to turn to relief when it turned out he landed on the nearby rock path.

“I'm okay!” He called out to them as the ones who were previously worried sighed in relief.

“I wasn't worried.” Bunga said as the others just laugh.

“Sure you were, partner.” Applejack said while nudging the honey badger on the shoulder.

Once everyone went back to the lair where Bunga explained his thoughts to Rafiki of what he saw to finally put an end to this once and for all.

“These paintings? Tell the future?” Rafiki laughed at the thought. “Bunga! Why would you think such a thing?”

“'Cause, 'cause we saw the zebras run and the rocks fall and then we…“ Bunga started until Rafiki cleared it up as he interrupted.

“First, do not take Rafiki's staff.” He started as he waved his staff in a chastising manner. “Second, these paintings? You did not see what you think you saw. You watched them backwards.” He deomonstrated by tapping his staff on the painting which played what he and Beshte saw backwards in the right direction away from the rocks. “The rocks fall and the zebras run! And all of this happened in the past!”

“The past?” The two said in surprise.

“Yes, yes. These paintings, they show the history of the Pride Lands.” Rafiki confirmed to which Rarity wasted no time having a say in it with a small smirk.

“Told ya.”

“What about this one? It shows Kion falling!” Bunga pointed to said painting with the lion cub’s similar apperance.

“Leap to conclusions and you leap to confusions!” Rafiki answered while laughing it off again.

“Told you.” Twilight repeated with the same smirk as Rarity’s.

“We leap to what? I'm confused.” Bunga said in a similar manner.

“That is not Kion. It's Nala's father, Kion's grandfather, when he was a cub.” The mandrill explained as he properly showed the painting flashback which depicted said cub falling down but was caught by a group of fully-grown lions. “And you did not watch the whole thing. Kion's grandfather did fall from a big branch. But he was saved by the Lion Guard of his day. You see? These paintings do not predict your future.” He then explained to clear everything up.

“But what about the twitchy tail?” Bunga asked.

“That was when I sensed Beshte accidentally knocked a boulder towards the zebras.” She explained. “And if you had listened to me from the times to when my tail twitched before you would have known that everything was fine.” She then tapped Bunga on the nose while saying a “Ha.”

“Like I said before, none of them predict the future.” Rarity repeated.

“That is right, young one. Except for this new one.” Rafiki said as he pointed to a new painting on the wall which featured Bunga on it.

“Is that me? What am I gonna do? Something fun?” He eagerly asked as a tap of the staff depicts him scrubbing the floor of blue paint. “Cleaning the floor? That doesn't look like fun!” He said as Rafiki hands him leaves to clean said paint he spilled earlier off of the rocks behind him. “I think I like the other paintings better.” He then said as he finds his mandatory assignment a pain in the butt as everyone laughs together in amusement.

Episode 30: Over A Barrel

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Episode 30:

Over a Barrell

During the sunset, a train was rolling across the desert powered by a team of strong, fast, and powerful stallions since apparently the locomotive up front had broken down. Inside the last car, was Applejack reading a bed time story.

“And that's when the yellow birdie thought to himself, "Hmm. My favorite little tree isn't such a little tree anymore." So she sang her song, big and strong, and they all lived in that great, big tree happily ever after. The... end.” Applejack read to someone or something as Rarity came storming in looking pretty annoyed with the farm pony with Kyoga accompanying her.

“Applejack! Were you reading a bedtime story to... an apple tree?” Rarity asked while pointing to said tree being tucked in.

"Seriously?" Kyoga asked with a raised eyebrow as if she was crazy.

“Heh... uh... Well, ya know, bein' replanted in a whole new place is very upsettin' for a tree... and Bloomberg here is one of my favorites.” She nervously explained as the unicorn approaches her pretty upset with what she is doing.

“No fair, Applejack! You've got a luxurious, private sleeper car for a tree, while I am crowded and cramped in the same car with all the other ponies along with the rest of the Guard. How am I supposed to get my beauty sleep?!” She complained.

“But Bloomberg's the whole reason we're makin' this trip. He needs his rest so we can give him as a gift to my relatives in Appleloosa.” She replied as she tried to reason with her.

“Hmph! You talk about it as if it's your baby or something.” Rarity scoffed unconvinced.

“Who you callin' a baby?! Bloomberg's no baby!” She said in offense before treating the tree as such. “Don't wet widdle Rarity make you all saddy-waddy. Bloomberg's a big and strong apple tree. Yes, he is. A-coochie-coochie-coo-coo-coo!”

“Convincing.” Fuli said very deadpan and unconvinced.

“It's widdle Rarity who's all "saddy-waddy"! Urgh!” Rarity then complained in baby tone as she walked off in a huff to which didn't change the lioness's expression as she finds their argument rather immature.

“Oh boy. Settling it out like big girls just like before.” Kyoga just said while rolling her eyes at their little spat.

"Sorry you had to see that, but I thank you kindly for accompanying us on this trip." Applejack apologized and thanked. "It means a lot to the Apple Family that you were able to help us out on this one."

"Whatever." She didn't think to much of it before moving to walk back to her cart as well. "Even though I don't find any interest in a tree transferring job."

"Look I get that you aren't very perked up about all of this but we just thought you could use a little exploring from outside of the Pride Lands and Ponyville." Applejack sympathized and explained why else they wanted her to accompany them.

"I only accepted your invite because I had nothing else better to do other than therapy sessions with Zecora." Kyoga bluntly replied in a rather cold tone. "Just don't go trying to force friendship on me, okay?"

She then pressed forward and made her way out leaving Applejack puzzled by her cold and distant attitude but nevertheless wasn't going to press it much like last time nor go as far as calling her disabled and risk getting scarred in the face.

Later than night every pony was in their bunk beds all chatting amongst themselves along with the Guard in a separate cart all while Rarity is annoyed out of her mind unable to sleep while Fuli is able to sleep comfortably since she is wearing earmuffs.

“Oh man, we're going fast! This is so exciting, I can't even wait!” Rainbow expressed her excitement over their trip.

“Oh my goodness...” Twilight expressed.

“Can you believe it.” Beshte said.

“I know right.” Bunga added.

“For crying out loud in the morning!” Rarity complained as she groaned as she turned over and placed her pillow on top of her head to mute out the conversing.

“I can't wait! Rainbow Dash: Yeah, yeah! Oh, my gosh!” Fluttershy expressed her joy looking forward to this trip as Spike irritably woke up.

“Do you guys mind?” He angrily asked. “I was up early fire-roasting those snacks you're all eating, and I'm pooped!”

“Uh, speaking of, some of these popcorn kernels didn't get popped.” Rainbow said as she presented her popcorn box.

“Yeah mine too!” Bunga added.

Spike responded by furiously roaring green fire at their popcorn boxes which burned them to crisps and ashes.

“Good night!” He angrily told them as he tucked himself back to bed leaving the others stunned by that.

"Can't say you didn't have that coming." Kyoga commented as she turned her back facing the window as she turned to sleep.

“Uhh... maybe it's time we all got a little shut-eye.” Twilight suggested to everyone it is for the best for the sake of avoiding cranky attitude in the morning as she briefly gets out of her bunk so she can massage the baby dragon’s scales. “We've got a big day ahead of us tomorrow.”

“Awwww!“ The other girls minus Applejack and Rarity groaned as the guys went back to their quarters in the other cart.

“See you all then.” Kion called out to them as they left.

Once Twilight placed earmuffs on his ears while nuzzling him with a hoof and cheek she then joined the others and tucked themselves into bed. Although not for not as Rainbow and Pinkie couldn’t help but sneak to the cart where Bunga is so they could have a midnight chat together.

“Psst! Pinkie Pie, you asleep yet?” Rainbow asked in a whisper.

“No, are you asleep yet?” Pinkie asked back in a whisper.

“Nope.” Bunga cheerifully replied still full of energy before being hushed by the two ponies.

“If I was sleeping, how could I have asked you if you were asleep?” Rainbow whispered back in reply.

“Oh yeah!” Pinkie remembered in a giggle before continuing their whisper conversation as she brought forward a lit candle.

“When we get to Appleloosa, you think we'll have to carry that heavy tree all the way from the train to the orchard?” Rainbow asked.

“What tree? You mean Bloomberg?” Bunga asked.

“...No, Fluttershy.” Rainbow sarcastically replied.

“Fluttershy's not a tree, silly!” Bunga commented not understanding the sarcastic comment.

“Yeah!” Pinkie added as she lightly tapped her nose.

“What's going on?” Kion asked as he awakened from the commotion.

“Rainbow Dash thinks Fluttershy's a tree!” Bunga replied.

“I do not think she's a tree!“ Rainbow tried to explain herself.

“Did you say she was a tree?” He asked as he interrupted her.

“No. Well.. Yes. But not exactly–“ Rainbow again tried to explain.

“Ya know she's not a tree, right?” Kion told her while cutting her off again.

“She's not a tree, Dashie!” Pinkie teasingly repeated much to the peagsus’s annoyance as Fluttershy and Beshte awoke from the commotion.

“I'd like to be a tree...“ Fluttershy said.

“Really?” Beshte asked. “I could say the same yet while more for being a boulder.”

“Well isn’t that nice.” Fluttershy sweetly commented.

“Oh, for Pete's sake!” Ono snapped as he awoke from the commotion.

“Sorry Ono.” Kion called out to him.

“Didn’t mean to wake you.” Beshte added as the egret just flew off in a huff as Kion and Beshte returned to their beds to retire for the night.

“Let’s just go to bed, shall we.” The lion prince suggested to the others.

“Let’s.” Beshte immediately did so as he yawned before retiring for the night leaving the four alone to converse.

“Well that was kind of huffy.” Bunga commented in surprise.

“Huffy the flying egret.” Fluttershy added as they along with Rainbow and Pinkie giggled together which woke Kyoga up as her ears perked up from the commotion too.

“Would you all be quiet... NOW?!” Kyoga snapped at them with the candle light showing her glowing white eyes which startled the four as Fluttershy and Rainbow quickly flew back to her cart as Pinkie quickly blows out the candle.

“Sorry.” Pinkie apologized before joining her pony friends in bed.

Meanwhile Ono made his way to Bloomberg’s private cart so he could rest for the night to avoid being further interrupted.

“Hope you don’t mind but I’m going sleep here for tonight.” The egret said to the tree before grumbling to himself. “Oh, why did just do that.” He then said as rested beside the tree in bed. “Trees can’t talk.”

The next morning of the sunrise, everyone was awaken when they heard rumbling nearby as everyone all directs their attention to outside from their windows

“What the…?” Kion commented at what they are seeing.

“A buffalo stampede!” Twilight said in surprise at the sight of that happening.

“That’s interesting.” Fuli commented finding this out of the ordinary.

“Poa!” Beshte added.

“I just love their accessories!” Rarity admired the feather’s on their heads while Twilight gets worried as they are all alarmingly close to the train.

“They're getting awfully close to the train.” Twilight noted as they started rammed the train carts and the stallions pulling the train leaving the others bouncing around from the shaking around while Ono is still sleeping in the cart with the apple tree until the lead stallion rammed him back to force them to knock it off as he sped ahead of them as they all kept up following the train.

“Oooh, looky! Now they're doing tricks!”Pinkie commented as they all recovered from the shakeup as one of the buffalo gets on another’s back as a small female buffalo hops on the two’s backs.

“Ooh! Ooh! Ooh! Now do a backflip!... Or... Just jump?” Bunga figured as he and Pinkie are really enjoying the show before seeing that she jumped on top of the cart instead and ran atop of it.

“Uh, I don’t think this is a circus act.” Fuli figured.

“Me neither.” Rainbow said in agreement as they went on top of the cart to try to stop the commotion before it could get out of hoof as Kyoga followed after them.

“Hey there!” Fuli quickly ran in front to intercept her as she kept charging as Rainbow had to fly her up to avoid a collision.

Seeing that she is not stopping she moved to fly beside her while tossing Fuli back onto the cart so she can run alongside her.

“Where ya headed in such a hurry?” Rainbow asked. “Wow, you're pretty quick for someone so... bulky. No offense.”

“Huh..?” She said in confusion as she pressed forward with Rainbow flying in front to try to intercept her.

Kyoga ran after them while watching as she observes the female buffalo with what she is really after as she eyed the private cart containing the tree.

“I just wanna know…” She continued as the small buffalo just dodged her as Fuli dodged on the opposite side of the cart. “Hey! We’re talking to you.” She said as they intercepted her again only for her to reply with a backflip over them. “Whoa... Arrgggg... We got you now, you…” She declared as they speed ahead and prepared to catch her as she quickly dipped to the caboose of the train which left Rainbow crashing face-first into a railroad crossing sign while Fuli ended up having to skid to a halt with her claws on the last cart just as the buffalo unhooks it from the train while whistling to the others that she got what they wanted while signaling them to retreat with the cart in tow.

"Hapana!" Ono said in alert as he quickly flew out of the cart as he then came to fully wake himself up just as Kyoga made a huge leap onto the train cart containing the apple tree.

As soon as the others watch from the back door of the last cart watching in shock as this happened especially Twilight and Kion since Spike and Kyoga are on the cart.

“They've got Bloomberg!” Applejack called out.

“Heeeelp!” Spike cried out.

“And Spike!” Twilight cried back to him.

"Kyoga?!" Kion called out to her.

“Don’t worry! We’ll be okay!” Kyoga called out. “And I’ll keep watch over Spike until we regroup!” She shouted before they were both out of their sight while passing by Rainbow still recovering from the impact of the crash.

“Dragon-napping Spike and lion-napping Kyoga. I'll show her!” Rainbow angrily vowed but was unable to take after the as her head is still banged up and recovering from the impact of hitting her head on the sign.

At the same time, Kyoga kept her claws attached to the cart as she called down to the buffalo confiscating the cart with the apple tree on it.

"Hey, buffalo!" She yelled out to them. "HALT!"

The powerful shout was enough to intimidate the buffaloes into obeying her command as they all screeched to a halt.

"Care to tell me why you are kidnapping us?" She demanded an answer out of them.

"Our apologies." The female buffalo spoke on their behalf. "It was never our intention to. We just wanted the tree inside the cart.

"A cart that also carries a baby dragon that belongs to someone." Kyoga pointed out to said dragon terrifed of his abductors.

"Just the tree." She again repeated to assure they have no ill will towards them.

"Okay." She understood. "Then maybe you can tell us why you are confiscating this tree while nearby endangering our train ride over just now."

"Well if you're willing to listen to us, we'll talk." She offered.

"Very well." She accepted as the buffalo carried the train cart on over to their territory as she explains herself on behalf of all of the other buffaloes that partook in the scene just minutes ago.

Elsewhere, the train then arrived in Applebloosa with every all worrying about Spike and Kyoga with Fuli wasting no time and running back in the direction of the last buffalo sighting but before he others could ran after her they were suddenly greeted by a pony with a light brown fur coat, with an amber brown mane and tai, and green eyes, waiting for them.

“Hey there! Welcome ta A-A-ppleloosa!” He greeted.

“Braeburn, listen–“ Applejack tried to speak of something more urgent.

“Cousin Applejack, mind yer manners, you have yet ta introduce me to your compadres! Shame on you!” He immediately cut her off as he tried to speak what happened.

“Braeburn, listen, somethin' terrible's happened–“ She tried again as her eager cousin is still refusing to let her get a word.

“Terrible is right, your train is a full seven minutes late! That's seven minutes less for you to delight in the pleasures and wonders of... A-A-A-ppleloosa!” He then tried to push the others into showing the around as Beshte stepped in and used his super strength to stand his ground and keep him from moving them so he can listen to them. “Now come on now hippo, less resistance, more touring.”

“Excuse us!” Kion then shouted to get his attention. “We get that you’re excited to show us around but we have a huge problem that Applejack has been trying to tell you!”

“A stampede of buffalo.”

“They took Spike and Kyoga!”

“Rainbow Dash went after them!”

“And we can't find Pinkie Pie or Bunga.”

“And we had an apple tree with us for your orchard, but they took that too!”

Fluttershy, Rarity, Twilight, Ono, and Applejack all explained together sentence by sentence.

“Did you say... buffalo?“ Braeburn sighed hearing this as he leads them to his apple orchard. “Them buffalo, they want us settler ponies to take every single tree you see here off this land. They sure as hay don't want any new ones added in.”

“But why?” Fluttershy asked.

“Beats me. We put a lot of hard work into this land, so we can feed our town, our families, our foals! And now they're sayin' all these trees have to go? T'ain't fair...“

Meanwhile Rainbow Dash is now making her way through the desert wastelands in search of the buffalo that caused all of this drama sneaking around rock to rock.

“Ooh, I can't wait to get my hooves on that little buffalo... Hnnh... Ow!” He grumbled as his head still winced in pain from the hit. “Nobody tricks Rainbow Dash and gets away with it.”

“Boo!” Pinkie and Bunga teasingly said as she appeared right in front of her and startling her.

“Yah! ...Pinkie Pie! Bunga!”

“Ah, ya caught us! Looks like we tricked you and didn't get away with it either! You're good.” Pinkie returned with a giggle before Rainbow quickly covered their mouths.

“Shhshh! What do you think you're doing?! You gotta get out of here!” She urgently whispered to them.

“I do?” Pinkie returned cluelessly.

“You're gonna blow my cover.” She whispery responded as she ducked behind a nearby rock.

“I am?” The honey badger cluelessly asked.

“I'm trying to save Spike and Fuli!” She irritably returned trying to keep them quiet.

“Oh my gosh! So am I!” Pinkie said as she spoke up and appeared in front of her.

“And the more of us there are out here, the more chances of us getting... caught. Run, Pinkie, I'll hold 'em off. Save yourself!” Rainbow then spoke up as Pinkie’s distraction ended up blowing their cover to a herd of buffalo and then prepared to face off again.

“Easy there buffalo’s.” Fuli appeared as she urged them to stand down with Spike and Kyoga appearing alongside her before they could duke it out.

“Stop! Dash, Pinkie, 'sup? Hey, no worries, I know those guys. They're cool.” Spike added.

“If you say so, Fuli, Spike and uh..." One of the buffalo replied while getting confused at the lioness's name.

"Kyoga." She answered rather annoyed.

"Right, sorry. Kyoga. Catch ya three later.” One of the buffalo said to them as they left the scene as the ponies and honey badger wasted no time greeting their friends.

“Ah, ah, ah.“ Fuli warned them against hugging her. “No need to get all mushy about it.”

"Don't even think about it." Kyoga added adopting the same stance.

“But how did you both escape?” Bunga asked them.

“How about we explain it to you all on the way back.” Fuli offered as they all went back to where the buffalo were setting camp. "I too ended up running into that just as I too got surrounded by them."

"How did you...?" Rainbow asked the question everyone's thinking.

"I ran off ahead at full speed to catch up to them. They ended up sensing my presence and quickly headed me off right as I got to their camp." She replied as they all made their way to the camp where a campfire was set up where they all had dinner together.

“Seems they took us by mistake. And they felt awful about it too, poor guys. Fortunately, they totally respect dragons, lions, and cheetahs, so they treated us like honored guests.” Spike explained as the buffalo offered them grub which didn’t look appealing to Rainbow and Fuli. “Still don't like ponies much, though... But you're with us, so it's cool.”

“You gonna eat that?” Pinkie and Bunga asked them.

“Knock yourselves out.” Fuli said to the as she handed them each an extra bowl as they really started chowing down on it much to her, Kyoga's and Rainbow’s disgust as the lioness pushed aside her bowl of grub as she already lost her appetite.

“Huh. Well, I still don't trust them. I say we turn tail and bail while we still–“ Rainbow voiced her disgust for their actions this morning as she looked around the camp.

“Mmm!” Pinkie and Bunga voiced as they munched on the chow.

“Before we finish eating?” Pinkie asked as if she was crazy.

“Are you loco in the coco?!” Bunga added in a similar manner.

“Can I please have more of that mushy stuff, whatever it was?” Pinkie asked to the buffalo that Rainbow and Fuli crossed paths with earlier as she brought forward a bowl of gemstones and two zebra legs.

“Yeah me, too?” Bunga also asked.

“Certainly.” She replied while handing Spike the bowl and the two cats the meat-filed legs. “And, Mr. Spike, Ms. Fuli, Ms. Kyoga, you like gemstones and zebra meat, yes?”

“Turquoise. Mmm!“ Spike happily replied as he downed the entire bowl.

“Aah, thanks.” Fuli just as happily thanked her as she started enjoying her meaty dinner along with Kyoga as Spike spoke up to introduce her.

“This here is Little Strongheart, and these are our friends Pinkie Pie and Rainbow Dash.”

As Rainbow turned around, anger sparked in her eyes upon seeing her after a double take.

“You!”

“You!” She reacted in shock as she too remembered her from earlier.

“That's it! We are outta here!” Rainbow prepared to storm off as Fuli and Strongheart quickly intercepted her when she prepared to drag Pinkie by the tail.

“Wait!” Fuli called out to the light blue furred peagsus.

“Please accept my apologies for what happened on the train. We didn't mean for anyone to be hurt.” The young buffalo apologized.

“Yeah, right.” Rainbow refused to believe it as she tried to turn away yet she intercepts her again.

“We only wanted the tree. The settler ponies have overtaken the land and have planted an orchard all over it! Because of their thoughtlessness, we can no longer run over our traditional stampeding grounds.” She explained to them much to the ponies and honey badger’s confusion.

“Huh?”

“I think it's time they met Chief Thunderhooves.” Spike suggested as Rainbow’s anger still refused to tame in the slightest as the five are brought to meet the head buffalo face to face.

“Hmmh. We have a long and winding stampeding trail that we have run upon for many generations. My father stampeded upon these grounds, and his father before him, and his father before him, and his father before him, and his father before him, and–“ The chief explained before Strongheart interrupted seeing that everyone was getting tired and confused from the long-winded explanation of past generations and ancestors.

“I think they get the idea, Chief.” She kindly urged him to get to the point.

“It is a sacred tradition to run the path every year. But this year, these... settler ponies, these...Appleloosans!” He then angrily fumed at the thought of them as Strongheart had to place a calming hoof on his snout.

“They planted apple trees all over it without asking our permission.” Strongheart explained to them.

“Really?” Fuli asked as Kyoga eyed that something was a little off by what they claim is the truth.

“Well that's not very nice. Right, Rainbow Dash?” Pinkie commented as Rainbow simply huffed in bitterness towards the little lady.

“The ponies refused to move their trees, so we are stuck here, and it is not fair!” She further explained their frustrations towards them.

“I see. And may I ask have you actually talked to them about it?” Kyoga asked to make sure she is getting this down right.

“Well…no.” She honestly answered.

“Uh-huh. Maybe you should all try talking to them and just ask them to plant their trees so they you can run your traditional stampeding trail.” She suggested back to them.

“Well we never thought about that.” The chief admitted.

“Doesn’t hurt to try.” Fuli urged them to as the two share a nod together.

“Very well.” He agreed while turning to Strongheart who nodded as she responds to his request. “You got with them and talk to those Appleloosans and see that they’ll move their apple trees.

The next morning the others were getting their saddle-bags on as they prepare to venture into buffalo territory to rescue their friends.

“Ow! Gently, please!” Rarity urged Applejack who was tightening her saddle-bag on her back.

“Sorry, Rarity.” She apologized. “But our friends are out there and we have ta' be ready for a long hike into buffalo territory if we're gonna save 'em! Let's go!”

They all prepared to head on out of town when their friends suddenly appeared before them unharmed.

“Hi, guys!” Pinkie greeted as Fluttershy happily tackled her into a hug.

“Pinkie! We're so glad you're safe.” She expressed as Kion and Twilight gladly reunited with Fuli and Spike.

“Oh thank goodness you’re okay.” Twilight said as she hugged Spike.

“How did you escape from the buffalo?” Kion asked everyone.

“We didn't!” Pinkie replied much to everyone’s surprise as the buffalo that hijacked the apple tree appeared from behind the rock as Fuli stepped forward to explain it better to everyone.

“Turns out taking us was a mistake and they only wanted the apple tree because they state they have a right to stampede on the land.”

“And we promised the buffalo a chance to talk about it with our new pal Little Strongheart here to explain to the Appleloosans why they should move the apple trees off buffalo land.” Rainbow added while placing a hoof on her back.

“That information would be quite help–“ Braeburn seemed ready to talk to her about in a friendly manner before Applejack got in between them and got face to face with Rainbow Dash.

“That's weird. 'Cause my cousin Braeburn here wants to explain to the buffalo why they should let the apple trees stay.” Applejack countered as Kyoga's concerns were confirmed as two and two were put together there.

“That would be a useful thing to–“ Strongheart seemed just as ready to consider until Applejack and Rainbow Dash got into another heated argument.

“The land is theirs! You planted the trees not knowing that. Honest mistake. Now, you just gotta move 'em, that's all.” Rainbow fired at the farm pony.

“They busted their rumps here! An' now they're supposed ta bust their rumps again, just 'cause some buffalo won't stampede someplace else?” Applejack fired back at the speedy peagsus as both Braeburn and Strongheart are both looking uneasy seeing their squabble as the rest of the Guard starts to get annoyed by it.

“Plant the trees somewhere else!”

“Where?! It's the only flatland around these parts!”

“The buffalo had it first!”

“The settler ponies need it to live!”

“Come on, Applejack!”

“You're bein' unreasonable!”

“I put my hoof down!”

“ENOUGH! Both of you!” Kion then shouted at them with a growl to get them stop it as they immediately shut up upon hearing him while intimidated by his little outburst.

“Look! Both the settlers and the buffalo have good reasons to use this land. There must be something we can do.” Twilight then spoke up seeking to find a resolution to the matter.

"Well if you all ask me I think we should..." Kyoga tried to propose before Pinkie popped open her mouth.

“Hey! I've got an idea!” Pinkie proposed while whispering her idea to Bunga who was immediately on board with the idea.

“And what would that be?” Kyoga asked as the two immediately run off ahead.

“Why do I get the bad feeling this is not going to end well?” Fuli asked the unicorn in charge.

“Probably because of their antics always getting them into a knack of trouble.” Twilight replied as Fuli shrugs and nods in reply.

“Figures.”

“Let’s just hope they don’t start a war.” Kion hopefully said as everyone all gets together in the center of town where Pinkie and Bunga have set up a stage there with Spike playing on the piano for the music accompanying the song the two were about to do in front of the whole crowd of Appleloosa ponies and buffalo tribe.

Once everyone was gathered Pinkie and Bunga began their performance while Spike wearing a black fedora hat plays the music accompanying their song as Pinkie and Bunga appear outside of a clam shell onstage with the former wearing a purple dress and a matching feather on her head with black leggings while the latter wore cowboy outfit complete with a belt, badge, hat, along with a brown shirt with matching pants and boots.

“We may be divided

But of you all, I beg

To remember we're all hoofed

At the end of each leg.”

She sang as everyone watches on with puzzled and disturbed looks as two cowgirls lift them out the clam shell.

“Oh, no.” Fuli muttered under her breath.

“No matter what the issue

Come from wherever you please

All this fighting gets you nothing

But hoof-and-mouth disease

Arguing's not the way

Hey, come out and play!

It's a shiny, new day

So, what do you say?”

Pinkie and Bunga sang together as they hopped around the stage while dancing alongside the piano player.

“You gotta share

You gotta care

It's the right thing to do

You gotta share

You gotta care

And there'll always be a way through.”

Bunga sang in front of the dismayed crowd as they then both sang together.

“Both our diets, I should mention

Are completely vegetarian

We all eat hay and oats

Why be at each other's throat?

You gotta share

You gotta care

It's the right thing to do

And there'll always be a way

Throoooough!”

As soon as the song ended, there was just stunned silence from the crowd with only Spike cheering them on while both Kion and Twilight place a paw and hoof on their faces in embarrassment while Fuli and Kyoga were so mortified they could not even look at them as they turned away.

“All right, Pinkie Pie! Way to go Bunga! That was fantastic! What a great song! Yeah, right on!”

“It appears that Sheriff Silverstar and I have come to... an agreement.” Chief Thunderhooves then spoke up as he and the shrieff exchange a nod after a moment.

“We have.” Sheriff Silverstar said in agreement as everyone got their hopes up with matching smiles.

“That was the worst performance we've ever seen.” The buffalo chief stated as the performers frowned.

“Teh... Abso-tively!” The pony sheriff stated in agreement.

“The time for action... Hmh... is upon us! Our stampede will start at high noon tomorrow. And if the orchard is still there, we'll flatten it... and the whole town!” Chief Thunderhooves declared in the sheriff’s face with narrowed eyes much to everyone’s shock.

“But, Chief!” Little Strongheart tried to protest against it on deaf ears.

“An' we Appleloosans say you'd better bring yer best, 'cause we'll be ready and waitin'.” Sheriff Silverstar declared unafraid of the threat as both sides then separate to prepare for war leaving only the Guard behind.

“Oh... That wasn't the message of my song at all...” Pinkie complained in disappointment as everyone prepares for the upcoming war that’s about to be unleashed.

“How could they possibly not like it?” The honey badger questioned just as lost as the party pony.

"Maybe because they found your attempted message in song truly horrible in case you missed what the chief had just said." The lioness answered at the clueless duo. "And now thanks to you two, a war has just begun."

Shortly after the declaration, everyone was cracking down hard. From nailing boards on windows to barricade the buildings, to carrying much needed apple supplies, all the while everyone runs around frantically.

“I want my kin ta' have what they need to live... but a storm's a-brewin' here. And I don't like the look of it.“ Applejack voiced of his concerns as the clock starts counting down.

“But how are we going to get to stop before they start a war?” Beshte asked.

“We've just got to talk some sense into them before somepony gets hurt.” Twilight voiced of what must be done as they all split up as she and Kion approach two ponies.

“Listen, maybe if you would just reconsider, we…” Kion began which is met with the two charging inside and slamming the doors after them refusing to listen.

“About the trees. Now if you could–“ Rarity tried to suggest with Fluttershy accompanying her which is met with another slammed door in refusal to listen to reason as Beshte and Ono try their luck at the apple orchards where ponies are bucking and gathering apples.

“If we could just sit down and talk we could–“ Ono tried to speak to one of the ponies which is met with an agitated growl as he trotted ahead to which didn’t sit well with him as he pouted in response. “Why won't anybody be rational and reasonable?!” He shouted in frustration as the other ponies in town prepare and gather supplies in preparation for battle

“Sheriff, if we could only–“ Applejack tried to speak with the sheriff as he directs traffic and doesn’t even pay attention to her as he runs off ahead while the factory workers prepare apple pies with the townsponies raising the flag in the center of town while preparing barricades there with Twilight, Kion, Applejack, Beshte, Ono, Rarity, and Fluttershy can only look on in worry and dismay that nothing is getting through to them as they cheer in preparation for tomorrow’s fight.

Meanwhile at night in the buffalo’s camping grounds, the buffalo are all preparing for battle by placing paint on their faces, sharping their horns, and having sparring matches together all the while Rainbow, Fuli, Kyoga, and Spike watch on with Little Strongheart in worry.

“Isn't there some way to stop this?” Spike pleaded with her.

“Unless the settlers remove those trees, I do not think so.” She returned in resignation as she ran off ahead to fetch gem stones for Spike and another zebra leg for Fuli who both munch on their food as Kyoga meets up with the chief to talk sense into him along with Rainbow who is already trying the same thing while the baby dragon sighs at the futility of the situation.

“I know you don't want to do this.” Kyoga tried to urge him against it.

“But they have taken our land. What would you have me do, Kyoga?“ Chief Thunderhooves returned seeing he has no choice in the matter.

“I don't know... but it's never too late to think of something.” Kyoga said while unable to come with a way to reason with him. "At least the ponies there are least listening to reason instead of just straight up attacking you and taking over your land."

"And I suppose you've been there too?" He asked as he glanced at her scars.

"Yes." She replied with a sigh as a painful memory of being clawed flashed through her mind as she shook her head wishing not relieve it.

“Then you'll probably understand that at noon, it will be too late.” The chief grimly replied as he put on his face paint.

The next day the time comes also the clock is minutes away from striking high noon as the ponies prepare the town as their battlegrounds with barricades and apple pie ammo ready to use against the buffalo herd who have all arrived at the top of the hill overlooking the town.

“Come on, think! Think, think, think, think, think, think, think!” Rainbow desperately thought to herself thinking of a way to stop this as the clock chimes when it strikes 12:00.

As the clock chimes a dozen times the ponies all nervously watch on as they await for the buffalo to make the first move with Little Strongheart placing a calming hoof on the chief to try to urge him one last time to try to convince not to go through with the attack who sighed in response.

“He's not gonna do it!” Rainbow gasped with hope with matching smiles from the other’s seeing this from afar at least until Pinkie and Bunga wearing this outfits the other day got up in front and sang.

“–what do you say?

You gotta share

You gotta care

It's the right thing to do.”

The chief growled in infuriated anger as the Guard’s smiles dropped into mortified shock.

“Pinkie…”

“Bunga…”

The two Guard leaders both said in dismay just when things were looking up again.

"You dolts." Kyoga growled as the chief shouts.

“Chaaarge!”

He then lead the way as Pinkie and Bunga both got shuffled on top of the stampede as everyone retreats as they plow through the barricades as the shrieff leads the pie catapult ready to counterattack the buffalo charge.

“Ready...” He said as they got ready. “…aim...” He said as they got ready to… “fire!” He shouted as they shot pies at the buffalo.

Some of them got hit and others managed to miss as one of the cowgirls leaped onto one of the buffalo while a couple of others squared off against them.

A few more buffaloes plowed through hay barricades the ponies have set up with one of them having a hidden anvil covered in one of them to which said buffalo who charged ended up getting knocked out from it as another ended up blindly crashing into a building which caused it to fall apart.

At the very center of the town, both the sheriff and the chief were both ducking it out as the latter charges at the former who is trying to nail him done with apple pies to which he is so far dodging.

He looked around for more ammo only to realize too late that he is out of pies leaving him defenseless as the chief goes for the kill through the flying pies ahead of him being flung by the other brave warriors. Seeing that he is done for he gracefully takes his hat off and placing it to his chest while closing his eyes preparing for the worst and he would have been if a stray pie just hadn’t happened to hit him in the face while catching him off-guard.

Everyone seeing this ended up ceased the fight and looked on in saddened horror at what their meaningless fight as caused as one of the buffalo’s cried at the sight while being comforted by another farm pony who took her head off in respect for him.

Spike even cries as he buries his face into Twilight’s chest who places a hoof on his back to return the comfort as one of the crumbs and bits of the pie slips and falls into the chief’s mouth which was caught by the Guard’s eyes as he then stood up licking the pie into his mouth after finding it delicious.

“Yum!” He said in delight as the Guard exchanges smiles seeing this. “Hey, I've got a much better idea!” He then proposed to everyone to put an end to the conflict.

In exchange for a pathway for them to romp across along with a fair share of the apple orchard with apple pies provided the apple orchard can stay where it is.

By working together the farm ponies were able to clear a path for the and by using the apples from the trees they cleared they were able to whip up some apple pies for the buffalo as they charge by while accepting their sweet-filled gifts something that Applejack, Kyoga, and Rainbow Dash were more than willing to help them both out with as they worked together to oversee the progress of their new pact and with that settled Applejack was able to plant Bloomberg into the new orchard while the lioness makes way for one last word with the buffalo chief.

"So looks like there was a way for a compromise after all." Kyoga remarked to the chief as he came to smile in agreement.

"Yep, a very delicious compromise." He agreed as he licks his lips before chomping into one of the pies while eating it in one bite. "If only I wasn't so blinded by rage back there this all could have been avoided."

"Well, better late than never." Kyoga returned with an understanding smile seeing him as another friend she can talk to.

"Truer words have never been spoken." The chief said as he turned to Stoneheart. "Stoneheart, time to go!" He called out to her who was just meeting up with Applejack and Rainbow Dash overseeing the planting of the farm's newest tree.

“Bloomberg, this is yer special day. Mama's so proud of you!” Applejack said to tree with Rainbow standing alongside her as Little Stoneheart leaves with the chief to regroup with their herd but not before exchanging a goodbye wave to the two as they followed after her for one last run.

As Twilight looks on seeing the success of the two parties compromise with Kion the former writes her letter to the princess.

“Dear Princess Celestia,

Friendship is a wondrous and powerful thing. Even the worst of enemies can become friends. You need understanding and compromise. You've got to share. You've got to care.

Your faithful student,

Twilight Sparkle.”

“Hey! That's what I said!” Pinkie complained.

“Yeah, me too!” Bunga also complained.

“Well the dance routine you two did didn’t really give them the message properly.” Kion replied.

"Plus, your song really ticked them off." Kyoga added to them as they simply frowned and pouted while the two leaders share a good chuckle together.

Author's Notes:

In this episode, what starts off as a simple trip to the west turns into trying to diffuse tensions between farm ponies and buffaloes as they both have arguments that have room for compromise if they actually took the time to talk it out instead of fighting all of the time.

Having said that Kyoga was one to try to voice for the two parties to press forward towards a new pact and even taking the time to reason with the buffalo chief speaking from past experience.

Of course Pinkie and Bunga go and foul things up with their offensive and insulting dance routine just before things could go the right direction which takes the chief taking a hit and taste from an apple pie for the two parties to finally strike the pact needed to achieve peace. As long as they supply them their share of the apple treats and a path to roam on they'll keep their apple orchard.

Next up is "A Bird in a Hoof." where Fluttershy meets the Princesses's pet bird when she and Simba come to town for brunch together.

Episode 31: A Bird in a Hoof

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Episode 31:

A Bird in a Hoof

At Fluttershy’s cottage Fluttershy is currently tending to her latest patient, a little mouse that ended up injuring his right ankle and is now on a wheelchair with Ono assisting by handing her the medical supplies.

“There you go, Mr. Mousey.” She gently said as she bandaged the leg as Ono wheeled his wheelchair to the nearby mouse hole. “Now you stay off that leg and do everything I told you. And it will be just like new in no time at all.”

The grateful mouse waved back at the two to thank them for their efforts to nurse him back to health before his family wheel him inside.

“Oh, you're welcome. Happy to be able to help.” Ono returned with a salute to the mouse as Angel comes running up to the two with a stopwatch in tow.

“Whoa! Easy there!” Ono said to him before he could bump into Fluttershy’s flank. “What is it!”

“You... found a watch?” Fluttershy guessed as Angel shook her head as she shook the stopwatch before motioning a ticking clock. “You... wanna be a watch?” He shook her head again when he ran in place.

“You're running! Running out of time? No. You're... late?” Ono then correctly guessed as Angel pointed to the town clock chimed four times as it read 4:00.

“Hapana! We’re late!” Ono exclaimed in realization.

“The big brunch for Princess Celestia and King Simba at Sugarcube Corner.” Fluttershy added as Angel fainted seeing they finally got the memo. “Oh, the princess is here in Ponyville for a party, and we all promised we'd be there.” Fluttershy then nervously paced around. “But I'm not there!”

“Oh, do I look all right? Do I need to bring anything? Maybe I shouldn't go.” Both Fluttershy and Ono frantically began looking around for fancy clothes and checking their appearances in the mirror as the trumpet’s were playing heard from the cottage.

“Aah! It's starting! I'm missing it!” Fluttershy exclaimed as they ran off ahead to attend the party.

As they left Angel wiped the sweat off of his forehead in relief as Fluttershy came back inside.

“Oh, thanks, Angel.” She thanked as the bunny shrugged it off before walked ahead as she appeared again. “I mean, if you hadn't reminded me, I might have not remembered, and then I wouldn't be there, and everypony would be wondering where I was and...” As she went on Angel irritably tapped on her hoof to remind her to get going if she wants to be there. “Oh, right. I'm late.”

“Let’s go!” Ono urged her to leave while pushing her out the door as Angel locks it to ensure Fluttershy doesn’t come back and delay herself any further.

“Oh, okay then. See you later.” Fluttershy said as she finally left as Angel places a paw on his forehead in pained relief of how hard it is for her to leave.

At Sugarcube Corner where the brunch is taking place inside are two of the royal guards watching over the door to protect their princess from any potential threats that could be lurking around as Rainbow appears and emerges outside to face the two.

“So... what do I have to do to get to be one of the Princess's royal guards, anyway?” She asked the two stoic and emotionless guards on duty. “Is the pay good?” She asked again no reaction not even a muscle or change of expression. “Hellooo? Anybody home?” She asked before making silly faces in front of them and even still they didn’t even bat an eyelash. “Ooh, you're good.“ She voiced of how impressed she is before conceding defeat and flying back inside. “Too good. I'm bored.”

As Rainbow went inside both Fluttershy and Ono have arrived as they ran up to the door.

“Phew. Made it.” Fluttershy said in relief as they prepared to go inside yet they are both startled when the guards hold their wings up to keep them from going inside.

“Halt!”

“Who goes there?”

The guards boldly spoke to them which intimidated them.

“It’s just us Ono and Fluttershy.” Ono stammered in his response as Fluttershy turns away to leave in fright.

“No one. Never mind. I'll go home.”

Just before she could leave, Twilight and Kion who happened to be passing by the door and addressed the guards to let them they are invited.

“It’s all right, sirs.” Twilight said while placing a hoof on their wings.

“They’re on the list.” Kion added as the guards retract their wings to allow the two to enter.

“Thanks, Twilight.”

“Thanks, Kion.”

The two greatly appreciated their gesture.

“I'm so glad you could make it, Fluttershy. It wouldn't be the same without you.” Twilight returned as Spike used his fire breath to instant bake muffins and cupcakes for the party.

There everyone is there chatting amongst themselves as both Simba and Celestia are both seated at the main table as the Cake’s bring forward a tray of cupcakes and muffins for the two.

“How's everypony doing? Good? Good.” Mr. Cake asked everyone before joining his wife in checking up with the two esteemed guests.

“Anything else we can get for you, dearies...? Ooh, I-I mean, esteemed guests.” She asked while correcting herself.

“Everything is fine, Mr. and Mrs. Cake.” Celestia warmly returned as they place the food onto the table.

“Thank you for checking up on us.” Simba thanked them while chill about the gathering.

“Sorry we were late. I had to finish taking care of a patient first.” Fluttershy apologized to the two.

“Oh, you and your tender loving care of little animals.” Twilight didn’t mind too much as she sported a nervous grin. “I just know Princess Celestia and King Simba are gonna love that about you. I mean, I hope they will... I mean, of course they will!”

“Huh? And I thought I was the only one nervous about meeting up with the king and princess.” Ono thought outloud.

“Wow, Twilight. I thought I was the only one who got nervous at social gatherings.” Fluttershy commented.

“Oh, it's not that. I just want the princess and king to approve of my friends.” Twilight explained still nervous and somewhat neurotic as she twitched her head a little.

“But she's met us all before.” Fluttershy brought up.

“And you have met up with my dad multiple times as much as Celestia.” Kion added.

“And read about you in my letters. But this is the first time she's spent any real time with you. I want everypony to make a good impression.” Twilight further explained.

“Well, I'm sure you have nothing to worry about.” Fluttershy assured. “Besides, it's just a casual get-together, right?”

“Exactly.” Kion said in agreement. “Like with my dad just think of this as spending time with friends and family. I mean sure my dad takes his position seriously but like the princess he is pleasant guy to befriend.” He suggested as they hear Rarity’s voice.

“Don't touch me! Watch the dress! Careful, you're gonna spill that on me!” She frantically warned everyone who came close to her as she wore her dress to the Grand Galloping Gala as Mrs. Cake offered her cupcakes to which she seemed to take interest in. “Oh, oh, that looks delicious. What is it? Oh, does it stain?! Keep it away from me!” She then shuddered and backed away in fear of her dress being ruined.

“Or... perhaps not that casual.” Ono said seeing another one getting cold paws and hoofs in the presence of royalty as Fuli, Beshte, and Applejack are at the table enjoying lunch or at least Fuli and Beshte are with Applejack having a hard time deciding what to eat.

“Uh... which is the salad and which is the appetizer again? And which am I supposed to eat first?” The farm pony hesitated.

“It’s all right.” Beshte gently nudged her. “It doesn’t matter what you eat, just pick whatever you please like Fuli.” She said in the cheetah’s directions as she goes straight for the sandwiches filled with meat.

“Beshte’s right.” Fuli said as she munched on her food. “Go with whatever you like and want the most.”

“All right.” Applejack relented now feeling better as she chomped her teeth straight into the salad before burping once she finished it. “Oops! Excuse me!”

“It's okay, Twilight.” Fluttershy said to the still nervous unicorn. “So our friends' manners aren't perfect. I doubt the princess nor the king will even notice.”

Just then Pinkie and Bunga both happily bounce around the room as they happily enjoy the sweet treats around them as they both munch down on all of the aforementioned goods around them as Pinkie shovels a pie down her throat while Bunga shovels a tray of cupcakes.

“Oooh! Chocolate fountainy goodness!” Pinkie said as they both eye the chocolate fountain as they both sink their teeth and heads into it. The chocolate hardened around their faces as they both eat it up.

At the head table Princess Celestia is about to bite into her cupcake while Simba is about to try one too just as the two quickly rushed over to them.

“You gonna eat that?!” They both asked as they snatched the cupcakes from them and consumed them.

While the alicorn princess reacted with mild amusement, Simba reacted with rolled eye annoyance.

The Cake’s witnessing reacted with shock as Mrs. Cake gasped before quickly running by and removing the two away from the table.

“Hey!” They exclaimed as they were both dragged away by the tail while Mr. Cake brings them each a cupcake as a replacement while Celestia reacted with surprise and Simba felt pleased and amused by it.

“A thousand pardons, Your Majesties.” Mr. Cake apologized.

“That's quite all right, thank you.“ She assured him as they both helped themselves to the cupcakes he provided them before the two helped themselves to tea.

“Empty teacups at 4 o'clock!” Mrs. Cake urgently reported to her husband.

“Uh, I see it, honey bun!” Mr.Cake quickly took care of that by filling their cups up with more tea.

“Oh, um... thank you.”

“Yes, thanks.”

The two replied while slightly taken aback.

“Not at all, Your Highnesses.” Mr. Cake replied as they both sipped their cups dry clean again as they both filled their cups again.

“Thank you again.” Celestia said to them as Simba started to feel it wasn’t necessary.

“Oh, but of course, Your Majesty.” Mrs. Cake returned as Celestia whispered while shifting her eyes around as she constantly sips her tea three more times with her cup repeatedly filled every time as she leaned into the lion king for a whisper.

“Watch this.” She whispered as she pretended to sip her tea to which Mr.Cake ended up overfilling her tea cup.

“Gotcha!” She told them as the two give embarrassed looks while Simba admittedly yet silently finds it funny as well just when Twilight, Kion, Fluttershy, and Ono approach the table having witnessed it as the two chuckle in amusement.

“Oh...” Twilight said as she lowered her head and ears in worry with Ono hiding behind the unicorn while Kion places an assuring paw on her back as the two royals turn their attention to them.

“And what about you, dear? Fluttershy, is it?” The alicorn asked of her.

“Me? Oh yes, Your Highness.” She happily replied after a moment of surprise.

“I understand from Twilight Sparkle's letters that you enjoy tending to the needs of woodland creatures.” Celestia then said to her.

“Yes, I love to take care of animals.” She happily responded.

“As do I. As Princess, I care deeply about all creatures, great and small.” Celestia warmly complimented her.

“It is a very natural gift you have.” Simba also complimented. “And as king, I do the same as well.”

At that moment they all heard a coughing sound coming from a nearby bird in a cage. One that has no feathers on and looking rather sickly.

“Nothing means more to me than the well-being of all my subjects.” Celestia said as she sees the bird is now on her feet. “Ah, Philomena, my pet. You're awake. Do say hello to our gracious hosts.”

The bird returned with another sickly and hacking cough

“Oh... my.” Fluttershy said with a very disturbed expression.

“Hevi Kabisa.” Kion remarked just as disturbed as the pegasus.

“She is quite a sight, isn't she?” She told them unfazed by the sight as Fluttershy and Kion still look particularly disturbed by the sight of the bird.

“I... I... I've never seen anything like it.” She said still stunned.

“Me neither.” Kion added just as surprised at strange and sickly bird as one of the guards along with Zazu approaches the two royals who both lean in for a whisper.

“Really?” She asked who nodded. “Well, if we must...” She then said as she turned to Simba who nods in agreement.

“All right then…” Simba said in response as Celestia addresses everyone for an important announcement.

“I'm sorry, everypony. I'm afraid we have to cut the party short.” Twilight hearing this nearly spit her tea out before quickly covering her mouth. “The mayor has requested an audience with us. Royal duty calls. Thank you for a wonderful time. It's been a joy getting to know you all better.”

“It was a great honor.” Simba added as he and Celestia walk outside as the town ponies all bow before the as Fluttershy noticed she left her pet bird behind.

Just after the princess and king’s departure, everyone left shortly afterwards with Pinkie and Bunga both cartwheeling it out of here while mindlessly bumping into other ponies leaving at the same time. Rarity demanded excess space while in over-protective mode of her dress as she backed out of the bakery. Applejack, Fuli, and Beshte all left with a back load of goods for them to take home as leftovers to enjoy.

Once everyone had left it was just Twilight, Spike, Kion, and Ono.

“Well, Spike, I don't know for sure how things went with the princess and the king, but at least no big disasters happened.” Twilight said in relief

“Well, with all things considered, I’d say it went pretty went.” Kion said to her. “My dad and the princess both really got to know every pony more and the two are really forming a strong bond together.”

“True, true.” Twilight acknowledged. “I just hope nothing bad happens afterwards to change that.”

“I’m sure nothing will.” Kion assured as they all left the building yet unaware of the empty cage and that Fluttershy had already went ahead and took her pet bird home with her while she rode on the Pegasus's back.

“Oh, you poor little thing. How did you ever get in such bad condition?” She asked her as they arrived at the cottage. “Don't you worry, Philomena. I'll nurse you back to health. As a favor to the princess, who's obviously just far too busy to care for you properly.” She figured to herself as the bird ust coughed while lying her head upside down on the couch.

“I'm sure the princess will appreciate the help.” She then said with certainty as she tilts her head back upwards to which was short lived as she tilted upside down the other way. “Oh my. We'd better get you to bed right away. There.” She then placed her into bed and tucked a blanket over her.

As she tucked her in, she placed a thermometer in her mouth to which she turned red making it clear to her she was burning up with a fever to which Fluttershy quickly placed an ice bag on her forehead. Once that happened her temperature dropped to immediately freezing to which she quickly pulled the ice bag away. Then her temperature rose again and what followed was constant repeats over dramatic temperature drops and rises multiple times with Fluttershy stuck in between removing and replacing the ice bag and placing and removing the blankets whenever she gets too hot or too cold until the thermometer broke.

“This is far worse than I thought. What you need is some medicine. Stat!” Fluttershy then deduced as Philomena coughed up a hack.

“Here you go, Philomena.” Fluttershy then offered an orange and yellow pill on a small plate. “This will fix you right up.”

She sniffed at the pill and just stuck her tongue out in response.

“Doctor Fluttershy expected that.” Fluttershy responded back by placing bird seed on top of it to which after a moment quickly eats and shreds it away.

“Always works.” She said to herself until she saw she managed to avoid swallowing the pill. “Uh... almost always.”

Moving forward, she just decides to give her soup she made to try to ail her.

“There's nothing like homemade soup to cure what ails you.” Philomena just gave it one look before turning away with crossed arms in refusal to dig into it. “Come on now. You're not gonna get better if you don't cooperate. Mmm... see? It's delicious. Good and good for you.” She still refused to give in. “Here comes the choo-choo train. Chugga-chugga, chugga-chugga, whoo-whoo!”

She tried to urge her by placing the bowl right in front of her while constantly turning her head until she ended up turning it so much she ended up spinning around and falling face first into the soup.

“Oh dear. Don't worry, Philomena. I know what'll make you feel better. Wait right here. I have just the thing.” Fluttershy then trotted off with another idea in mind before coming back with a small dark green bird in tow as she started pecking at a bag of mouse food.

“Look, Philomena. I brought a fellow feathered friend by to cheer you up. Hummingway here was sick once too, but he let me help him and got better in no time. Didn't you, boy?”

The green hummingbird then happily chirped in response as she nuzzled her beak with the Pegasus thanks again for her help.

“Say hello to your new friend Philomena.” She said to her as the bird flew up to her and nuzzled her in the neck to which the taller bird seemed to like.

“Aw, look. I think he likes you.” Fluttershy commented as she hummed to a tune to which the humming bird repeated. “Your turn now, Philomena. Go ahead. You can do it.“ She said to her while humming the tune again so she can repeat which was met with a hack of vomit on her face.

“Oh! Um... good try?” She just said not even disturbed by it before placing a warm towels on her before taking her to her bathtub.

“I know what'll clear up that tickle in your throat. A humidifier.” She proposed as she turned a wheel connected to the pipes below to turn the bathroom into a steam room. “Refreshing. How's that feeling now for you, Philomena? Better?” She asked as she took a deep breath which sparked hope in the Pegasus's eyes until she coughed again.

“Oh...” She said as more feathers fell out. “That's okay. I know lots of other ways to take care of you.” She still wasn’t giving up on her. “Don't worry. You're gonna get better. How about...”

She then proposed as she set up the room with an assortment of candles around her.

“Aromatherapy?”

Philomena just sneezed and shedded more feathers in response.

“Warm bath?”

Her body ended up soaking up of all water as more feathers fell off.

“Ointment?”

She tried placing some on her head with her body producing pimples with more feathers falling off again before playing nurse to the bird with Angel as her assistant.

“Scalpel. Surgical tape. Feathers.“ She instructed of him who handed her the supplies all while wiping the sweat off of her forehead.

“Philomena. I thought it would be easy to nurse you back to health. I've tried everything I know. And look at you. You're worse than ever.” She then voiced that no progress has been other than taping whatever feathers she has left on.

Just then they heard a knock on the door and just as she answered it, Kion, Twilight, and Ono came inside.

“Hi, Fluttershy!” Twilight greeted. “We just wanted to drop by and say thank you so very much for making such a good impression on the princess and king today...“

“Hapana!” Ono gasped in shock.

“What?” Twilight asked before seeing Philomena and then gasping too as she observed the bird up close with the egret. “What is Celestia's pet doing here?!”

“I couldn't leave the poor thing there. She needed my help.” Fluttershy replied.

“Oh no. Nonononononono! This is bad.” The unicorn immediately panicked as she briefly galloped in place and face-hoofed herself in the eye.

“How could I just walk away and not do anything?” Fluttershy protested.

“But... but... she doesn't belong to you!” Twilight pointed out.

“I had to do something.” Fluttershy insisted that she did what she had to do.

“Without telling anypony?! Without asking permission?!” Twilight further stressed the seriousness of the situation.

“But...” Fluttershy tried to speak as Philomena coughed again as Kion quickly got in between the two.

“Okay, okay. Let’s just calm down.” Kion urged them to before it got out of hand. “Let’s just bring her back before anyone knows she’s gone missing.”

“We know you had good intentions, but you have got to return the princess's pet!” Ono added in an understanding yet firm tone.

“But...” She tried to protest until seeing the bird wheezing out another deep sickly breath. “You're right. Okay, let's...go.” She then reluctantly said as they quickly place her in a basket.

“If we hurry, we can put her back before anypony even realizes she's missing.“ Twilight led the way to the door.

But before any of them could leave they were greeted by a sight they did not want to see…the royal guards which left her fearing for her life as she bit her lips.

“We were told we could find Twilight Sparkle here.” The first guard spoke.

“We regret to inform you, miss, that the royal pet has gone missing.” The second guard added.

“Really? You don't say!” Twilight nervously replied with a forced smile as the sound of Philomena’s coughing is heard from the basket to which she quickly pretended to cough and getting Fluttershy to join in with a forceful nudge to cover it upon and avoid suspicion even though Kion and Ono are both raising eyebrows and their approach.

“It's that dry night air?” Twilight voiced in a raspy voice.

“But it's daytime.” Fluttershy unknowingly brought up.

“Well... day air's even drier.” Twilight quickly reminded her as she shoved the guards out the door in a quick haste. “You guards better be on your way if you're gonna find the princess's missing pet. Philomena, was it? Thank you ever so much for keeping me in the loop. Bye!” She shut the door and the guards pressed forward with their search without further questions or suspicions. ”Phew...” She sighed in relief as she saw Fluttershy walking towards the door. “What are you doing?!”

“Going to return Philomena, remember?” She reminded her.

“We can't now!” Twilight immediately stopped her.

“Why not?” She asked.

“You have no idea what the princess is gonna do if she finds you're the one who took her pet, do you?!” She answered in a panic as both Kion and Ono look on in worry for her.

“Wow, when you said she tends to freak out over stuff like this you’re weren’t kidding?” Ono whispered the lion prince.

“Nope.” Kion returned with a sigh.

“Do you?” Fluttershy questioned Twilight.

“Well... no.” She honestly answered but her fears remained. “But it can't be anything good. She might banish you from Equestria. Or throw you in a dungeon. Or banish you and then throw you in a dungeon in the place that she banishes you to!” She rattled off the worst imaginable.

“You really think the princess would do that?” Fluttershy asked as she made her way to the door again.

“Okay. Granted that probably won't happen.” Twilight admitted. ”But do you wanna take any chances?”

“All that really matters to me is that poor little Philomena here gets well.” Fluttershy still stood by her decision to follow her original wishes.

“That's very noble of you. I'll write to you when you're banished. Unless I'm banished too somewhere there's no post office. Then you'll have to write to me. Deal?” Twilight offered to take the heat as Kion decided it was time to step in.

“Calm down, Twilight!” Kion urged her to as he placed his paws on her chest. “That’s not going to happen! And if it’s any constellation even though there are have been times my dad has been upset with me, he hasn’t gone as far as harshly punishing me for my mistakes.”

“But what if they do?!” Ono feared as well.

“It won’t!” Kion firmly responded as he turned to the girls. “We’ll just bring Philomena back to her and you’ll explain to her why you took her in the first place.”

“But…” Twilight tried to protest.

“As long as we tell her the truth to her she’ll understand.” Kion assured her.

“All right.” Twilight relented after calming down and realizing he is right. “Let’s go!”

“Okay. You first can you all help me get Philomena healthy before we return her to the princess?

“What do you mean?” Ono asked as he examined the bird’s bloodshot colored eyes. “Did you give her any kind of medicine?”

“I tried to, but she wouldn't take it.” Fluttershy answered.

“Then you’ll have to make her take it.” Ono then voiced of what she should do. “Remember what I taught you. You can't be such a pushover, Fluttershy! You need to show this patient who's the boss. Make her straighten up and fly right!”

“She can't fly.” Fluttershy pointed out as Twilight went ahead got the pill on the nearby counter.

“It’s an expression!” Ono irritably corrected her.

“No excuses!” Twilight exclaimed as she forced the pill into the bird’s mouth. “Done. Okay, what else?”

“Uh... well, she keeps pulling her feathers off. The ones that haven't fallen out yet from all her coughing, I mean.” Fluttershy said as Twilight quickly placed a cone on her head to fix that.

“There you go.” She responded as the bird groan as she struggled to get it off.

“I don't think she likes it.” Fluttershy pointed out.

“Tough love, baby.” She quickly asserted it as necessary. “You want her to get well, don't you?”

“Of course, but...” Fluttershy tried to speak as Twilight immediately pressed forward with what else she needs.

“Next!”

“Well, she desperately needs some bed rest, but I can't get her to stay put.”

“One step ahead of you.” She replied as she nodded at Ono who flew over and clasped his wings onto the cone to fly her into the cage, locked her inside, and then placed a blanket over it.

Even if it for her own good, the bird is still resisting.

“That is one stubborn bird.” Kion commented as he switched between watching over their nursing attempts and keeping an eye for the princess and the royal guards.

“No kidding.” Ono agreed.

“It's for your own good, Philomena, I promise. Please, just relax and try to get some sleep.” Fluttershy pleaded with her to cooperate as Twilight noticed the soup on the table.

“What's this soup over here? Smells delicious.” She asked.

“I made it for Philomena. But she wouldn't eat it.” She answered that her efforts were unsuccessful.

“Oh, she'll eat it, all right.” Twilight voiced that wouldn’t be a problem as she levitates the bowl with her magic while sporting a devious grin.

“Are you sure that’s a good idea…?” Kion asked her as she prepared to open the cage.

“Maybe you shouldn’t…?” Ono also tried to warn her a little too late as she quickly retreated and escaped the cottage the second she tried to give it to her as soon as she opened the cage causing her to spill it instead.

“Hey! Where are you going?” Twilight asked in surprise.

“Hevi Kabisa!”

“Hapana!”

Both Kion and Ono exclaimed.

“No! Philomena! Come back!” Fluttershy called after her as they all ran after her.

The four chased after Philomena as she ran circles around the tree until she gave the slip by ducking up the tree and going the opposite direction of the four as she went into town just as the guards were asking ponies in town for her whereabouts.

The four searched together into the park as they came across the bird reading a newspaper while sitting on the bench and wearing a mustache as a disguise.

Twilight and Fluttershy buying the disguise asked where she went as she just she shook her head to let them know she hasn’t seen her while Kion and Ono just look on unimpressed as Ono pulls the “convincing.” disguise off while Kion pulls Fluttershy and Twilight by the tails to point this out to them to which left them dumbfounded they fell for it as the bird scurried away to escape.

They made their way in town as Twilight tiptoed past the nearby guards before they chased him around and inside a couple of nearby houses with the confusing shuffle leading to the two ponies colliding with each other accidentally as the bird escaped.

While Twilight and Fluttershy headed towards town as Ono flies around to try to get a visual of him from the sky, Kion ends up spotting the bird and manages to pick up on its trail while it gave him the slip again. Once Kion got back on his feet he looked around for the bird as he suddenly finds himself face to face with his father and the princess.

“Kion.” Simba addressed him as he looked down at his son. “What’s going on?” He sternly asked.

“Dad!” He exclaimed in surprise as he bowed to the princess. “I was just…looking for the princess’s bird.” He honesty explained unable to lie to the two.

“Mmm. So you have found her? Well that’s wonderful to hear.” She said pleased to hear it. “I have had my guards looking all around town for her as soon I realized that I left her behind back at Sugarcube Corner. But because of our meeting with the mayor we couldn’t get back right away.”

“And since then we have worked to try to find her before anything could happen to her.” Simba added. “So, where is she?”

“Somewhere around town here.” The young cub replied.

“Where exactly?” Simba asked expecting a straight answer as he raised an interrogating brow.

“Wherever we can catch her is where she’ll be since she managed to escape.” Kion again answered to the best of his ability. “I swear, Dad, that’s all I know. Although…” He then turned to the princess. “…is that bird okay, because she looked rather sick to me when we first met her?”

“Oh she’s fine.“ She assured. “She’s just going through her rebirth cycle.”

“Rebirth cycle?” Kion replied rather puzzled by that response.

“Yes, since she is a phoenix, and much like other birds they go through a cycle where they go through a brief sick phase when they shed and molt their feathers.”

“Uh-huh.” Kion responded as if the pieces from what he saw earlier were coming together know.

“I’m taking you have witnessed it?” She asked.

“Uh-huh.” Kion repeated. “And she is admittedly a rather stubborn bird if you ask me.”

“Oh, yes, she can be quite mischievous and a hoof-full but it’s all natural for a phoenix.” She replied stating that is normal for them.

“Interesting.” He returned as he suddenly now understanding Philomena more now. “Now it’s just a matter of finding…”

“The princess's pet bird!” One of the guards called out loud as the three are drawn their attention to the bird found on top of the statue in the center of Ponyville.

“Philomena, come down from there! You'll hurt yourself!” Fluttershy called out to her as the last of her feathers fell off as she made overly-dramatic gags and gestures before falling over from the statue.

“I'll catch you!” She called out as she dove over to catch her from hitting her head but it suddenly combusted into flames and turned into a pile of ashes by the time Fluttershy caught her.

“Hevi Kabisa!” Kion exclaimed in shock as the rest of the Mane Six gasped while Fluttershy whimpers about to burst into tears.

Celestia made her forward as the guards who had slack jaw dropped reactions as they both quickly regained their composure.

“What is going on here? Twilight?” She demanded to know as everyone bows to her expect for the grieving Fluttershy.

““Yes, your Majesty, there's been a terrible accident.” She depressingly answered.

“It's all my fault.” Fluttershy admitted.

“No, Princess. Fluttershy didn't know any better. It was my fault.” Twilight stepped in between to take the heat from her.

“I'm the one who did it.” Fluttershy insisted on owning up to her mistake.

“But you were only trying to help.” Twilight pointed out.

“Some help I was.” Fluttershy lamented on her seemingly failure.

“Will ya let me do this? She'll go easier on me.” She insisted on taking the heat.

“But it's my fault!

“No, it's my fault!”

The two argued as Kion again steps in to intervene.

“Girls, stop! I think there is something more about her you should know.” He told them as the sun monarch approached the pile of ashes and seemingly mourned the loss until she said to her.

“Oh, stop fooling around, Philomena. You're scaring everypony.” She told her as the ashes flew up to the sky and then transformed into a large fiery colored and majestic phoenix bird as everyone gasped in awe.

“I don't understand! What is that thing? What happened to Philomena?” Fluttershy asked in confusion of what had just happened as the bird flew around and onto the alicorn’s front hoof.

“This is Philomena.” She replied. “She's quite a sight, as I said. But nothing unusual for a phoenix. Isn't that right, Philomena?” She asked the bird who squeaked in response.

“A... A phoenix?” She asked in surprise as the bird nodded her head to answer her question.

“A phoenix is a majestic and magical bird. While it appears healthy and happy most of the time, every so often it must renew itself by shedding all of its feathers and bursting into flame.” She explained as she leaned in for a whisper to the Pegasus's when the bird flies around as she marvels at the sight. “Rather melodramatic, if you ask me.” She whispered before continuing as the bird returned to her. “It then rises from the ashes, fresh as a daisy. All just a normal part of the life cycle of a phoenix. I'm afraid mischievous little Philomena here took the occasion to have a little fun with you, Fluttershy.” She then said as the bird then raised a wing in embarrassment and blushed. “Say you're sorry, young lady.”

The phoenix made a “I’m sorry” sound.

“So... aren't you gonna banish me? Or throw me in a dungeon? Or banish me and then throw me in a dungeon in the place that you banish me to?” Fluttershy worryingly asked.

“Of course not, my little pony. Where on Earth would you get such an idea?” Celestia immediately dismissed as Twilight looked aside a little embarrassed for throwing the idea in her head.

“I guess I have some imagination.” The Pegasus replied nervously.

“Fluttershy really did do everything she could to try to take care of Philomena for you.” Twilight added in support of her friend to clarify that she had good intentions.

“And I do appreciate that your heart was in the right place, child. But all you had to do was ask me and I could have told you Philomena was a phoenix and saved you all this trouble.” Celestia said in a very understanding tone.

“I know.” Fluttershy acknowledged in return. “I shouldn't have jumped to conclusions. Next time I'll ask before taking matters into my own hooves.”

“Should I write you a letter about that lesson, Princess?” The lavender mare asked.

“No, that's quite all right. I think I can remember.“ She answered as the guards carry the bird’s cage so they can safely transport her back to Canterlot.

The bird very grateful for the animal-lover efforts flew around and gently placed a bright red feather on her head just in between her right ear as thanks.

“It's beautiful. Thank you, Philomena. No hard feelings.” Fluttershy sweetly returned while giving the bird her forgiveness.

Rainbow who had tried to get the guards to laugh earlier got an idea in her head as she flew up to her and whispered what she is in mind for them. The bird nodded her head as she flew over to the stoic and serious ponies and then tickled their noses which successfully got a laugh from the two.

Once she succeeded she flew up and shared a high-five with the rainbow-maned Pegasus as everyone together shared a happy laugh together now that everything is all right and well.

Author's Notes:

In this episode, as Fluttershy takes care of Celestia's pet bird behind her back when she was accidentally left, Twilight, Kion, and Ono all ended up in the mix.

As one could tell of the similarities and differences the four have with each other which further outlines Twilight and Kion along with Fluttershy and Ono as Foils to each other in this episode aside from their personalities overall.

Kion in contrast to Twilight is less socially awkward even in the face of powerful royals yet probably more level-headed here while trying to be the voice of reason here while neutral about the pet situation and Ono shares Twilight's tendency to be uneasy in the royal's presence even if it is a casual get together and assertiveness in situations when it calls for it in contrast to Fluttershy's approach to all animals.

Needless to say, another valuable friendship lesson is learned from the experience while witnessing a very interesting phoenix's rebirth cycle.

Next up is "The Mbali Fields Migration." where the Guard is tasked with leading the herd of zebras and gazelles to larger grazing ground which will include another Kyoga appearance in this version of the episode so until then stay tuned.

Episode 32: The Mbali Fields Migration

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Episode 32:

The Mbali Fields Migration

As the Guard went about their morning patrol when suddenly their keenest of sight found something a bit unusual. "Everyone, everyone!" the egret alerted, circling back to the rest of the Guard. "There's trouble with the zebras!"

The Lion Guard's fastest rolled her eyes, "Oh, what else is new?" she groaned.

"And the gazelles!" Ono added, landing on a medium sized rock.

"The zebras and the gazelles are in trouble?" Twilight questioned, quirking her brow.

Ono shook his head. "No, they are the trouble." he corrected. "They're fighting each other!"

"But zebras and gazelles don't fight." Beshte noted finding this odd.

"You seein' okay, Ono?" Bunga asked, stepping up in front of the egret. "Look. How many claws?" he held up two claws in front of the bird's face.

"I know what I saw!" Ono exclaimed, outstretching his wings to let them know he is not making this up.

"If the zebras and gazelles really are fighting, we better check it out." Kion voted, looking between the rest of his team. "Till the Equestria and the Pride Lands end..." the prince took off towards the direction Ono flew from.

"...Pony and Lion Guard defend!" the rest of the Guard finished as they followed their leader.

The two herds were easy to find because there was overlapping whinnies and grunts coming from both herds.

"Hevi kabisa." Kion breathed as the Lion Guard came upon the fighting herds.

"So weird." Fuli shook her head, standing on Kion's right. "I've never seen zebras and gazelles act like this."

"Hey, wait. I know these herds." Beshte informed, the rest of his friends glancing at him. "Those zebras follow Muhimu, and the gazelles follow Swala." he informed. "But Muhimu and Swala are friends."

"Something's not right here." Kion muttered looked up at Ono, "Ono, can you see Muhimu and Swala?"

"Affirmative!" the keenest of sight replied, focusing his eyes and spotted the two herd leaders. "Looks like they're in the middle of everything."

"Then that's where we're going." Kion ordered. "Come on!"

The Guard ran down to the field. "Let's move, zebra-deebras!" Bunga clapped his hands as the Lion Guard walked through the herd. "Black with white stripes on one side. White with black stripes on the other." He tried futilely pushing two zebras away so they could continue on.

"I think I can handle this." Beshte volunteered with a grin. "Twende kiboko!" he charged ahead, forcing the zebras to part so the Guard could get through.

"Nice one Big B." Bunga praised, grinning at the hippo. "Uh-oh!" the badger's eyes widened as Muhimu backed up and sat on him. "Uh, hello?" Bunga grunted, glaring at the female zebra sitting on his back who's stomach looked rather enlarged.

"Ohh." Fuli and Rainbow cringed. "That's gotta hurt."

Swala, the gazelle leader, laughed. "Nice move, Muhimu."

"What do you mean, nice move?" Muhimu huffed. "You pushed me."

"So?" Swala scoffed. "What are you going to do about it?" she challenged with a wave of her head.

Muhimu got back on her hoofs and charged into Swala, knocking her back a few paces. Bunga got to his feet and brushed himself off.

"I know whose side I'm on." he muttered under his breath.

"I heard that!" Muhimu glared back at the honey badger.

"Muhimu! Swala! Stop!" Kion shouted, stepping between the two female leaders. "Enough!" Kion yelled, letting out a low growl, frightening the two leaders. "What's going on? Swala, Muhimu, I thought you two were friends?"

"We were." Muhimu corrected with a roll of her blue eyes. "Until Swala and the gazelles tried to steal our grazing grounds."

"Your grazing grounds?" Swala repeated with bite. "Muhimu, these are our grazing grounds!"

"No, they're ours!" Muhimu retorted.

"But this is the Pride Lands." Applejack spoke up. "Can't y’all just share?"

"Beshte's right." Twilight agreed, speaking in a calming voice as she stood beside Kion. "These grazing grounds are for everyone." the unicorn glanced between the two leaders. "There's plenty of grass for zebras and gazelles."

"Um, Twilight...that's not exactly true." Ono corrected, flying over the Guard and the two herds. "Except for where you are, I only see dirt."

“What?!” Rainbow exclaimed before she flew up to take a second look. “What in Equestria! He’s right!”

“There's no other grass at all?" Kion asked.

"Seriously?" Fuli raised her brow.

"Wait. So you zebras and gazelles aren't really mad at each other." Beshte spoke up. "You're just hungry."

"I do get cranky when I'm hungry." Swala agreed with a nod.

"And now you see why we're hungry." Muhimu huffed with a stomp of her hoof. "There's not enough grass."

"Well, then we just need to find a place with enough grass for all of you." Fluttershy deduced, glancing between the two herd leaders with a smile on her muzzle and a swish of her tail.

Swala lowered her head to looked Kion in the eye, "Can you do that?"

"Yes, where is all this grass?" Muhimu also looked down at the cream-furred cub.

"I...don't know, butI know who will." Kion smiled as she turned to the lavender unicorn. “Twilight, come with me.”

Twilight nodded and the pair raced off to Pride Rock.

Soon, the pair were standing opposite of Princess Celestia and King Simba, explaining the situation between Swala's and Muhimu's herds.

"Hmm. I knew the herds were large this year-" Simba stated, walking to the edge of Pride Rock, "-but I didn't realize they'd outgrown their grazing grounds."

"Isn't there somewhere with enough grass for the herds to share?" Kion asked, walking up to stand at his father's left.

Celestia looked out over the Pride Lands, a smile forming on her face, “Kion, Twilight, you two see that patch of green, far out in the distance?" She asked, glancing down at the pair.

“Mbali Fields?" Kion questioned looking at his father.

"Mbali Fields." Simba repeated with a nod. "That's where the zebras and gazelles can find their grass."

"But that's at the very edge of the Pride Lands." Kion noted, looking up at his father. "You think they can make it?"

Simba looked down at his son with a smile. "I'm certain they can." he answered. "Because Celestia and I will be sending the Lion and Pony Guard with them."

Twilight blinked, "You want us to lead a migration, Your Highness?" she quirked her brow and exchanged a glance with Kion.

"You'll have the rest of the Guard with you." Simba reminded, seeing the look of hesitation in his son's eyes. "But I know you, Kion. You can do whatever you put your mind to." The King smiled down at his son.

"Thanks, Dad." Kion replied, returning the smile. "I won't let you down." he promised.

"You never do." Simba lowered his head and brushed his nose over his son's mane. He then glanced to the female unicorn, "Neither do you, Twilight." he also praised.

"Thank you, Your Majesty." she lowered her body and bowed. Simba ran his nose over her head.

The next morning the Guard met with Muhimu's and Swala's herds at their usual grazing area to begin the trek to Mbali Fields. Kion paced on a rocky hill overlooking the area.

"Kion, if you pace any more, you're gonna create a trench in the rock." Twilight noted with a sigh.

"I just want everything to go smoothly." Kion replied. "Ono should be back soon with the best route to Mbali Fields. I just don't-" He was cut off when Twilight put her hoof gently on his mouth.

“We’ll be fine…” she calmly reassured, earning sigh and smile from the lion prince.

"Who's ready for a Savannah trip?" Bunga shouted as cartwheeled around a few zebras. "Raise your hooves! Whoo!" He backed up into a zebra that turned out to be Muhimu. "Oh, it's you."

"Have we met?" Muhimu asked, looking down at the Guard's bravest indifferently.

"Uh, yeah. You sat on me yesterday?" Bunga reminded, his hands resting on his hips. "Remember?"

Muhimu chuckled, "I don't have the slightest idea what you're talking about." she rebuffed. "Little mongoose."

"Mongoose!?" Bunga repeated, offended by the remark. "I'm a honey badger!"

"Whatever." the zebra leader scoffed. "When are we getting this show on the road? I need to get to the grazing grounds. Before it is time." she leaned down and stared Bunga right in the eye.

"It is time?" Bunga questioned. "Don't get all Rafiki on me, Muhimu. We're almost ready to go. Just keep your stripes on."

"Looks like everyone's ready, Kion." Ono informed, flying over the Royal cub before landing near the edge of the hill.

"Did you scout us the best route to Mbali Fields?" the Guard's leader asked.

"Affirmative." the keenest of sight confirmed. "Through the plains past Maji Baridi Falls, down Rocky Ridge, then right through the canyon to Mbali Fields. Pretty simple, really." he added with a shrug.

"I was hoping you'd say that." Kion smiled and walked to the edge of the hill, "Listen up, everybody! It's a long way to Mbali Fields. But I'll do my best to get you all there safe and sound!"

"We know you will!" one of the gazelles shouted.

"We trust you, Kion!" Muhimu voiced. "Right, everyone?"

“Well then, let’s move out." Kion stated as he turned to the keenest of sight. "Ono, point the way."

The egret gave a firm nod, "Affirmative." with a smile he took off and flew towards Mbali Fields.

A Trail To Hope

Kion and Twilight stayed at the front of the herds, closely following Ono, while the rest of the Guard spread out to make sure no one strayed or got left behind. A baby gazelle started slowing down and yawned. Beshte helped it out by carrying the baby on his back while it took a little nap. A zebra strayed from the herd, but Fuli sped in front of it and led it back to the herd.

Soon the canyon came into view and the whole Lion Guard walked to the edge to overlook it. Not too far in the distance they could see the bright green grass of Mbali Fields.

"How's it look from above, Ono?" Twilight asked the bird as he landed on a small, flat-surfaced stone.

"So far so good." the keenest of sight reported. "Though it seems like everyone's slowing down."

The pair looked back at the two herds, noticing they were, in fact, getting sluggish and starting to trail off from behind. Kion walked a few paces to address the two groups for a much needed pep-talk,

"Hey, everyone!" he addressed with a smile, "I know you're tired and I know you're hungry but..."

"We were hungry when we started." a male gazelle cut off.

"Now we're starving." added a female zebra.

"It's not much farther, I promise. We'll get to Mbali Fields soon!" Kion reassured. He leaned down closer to Ono and whispered, "We will get to Mbali Fields soon, right?"

"Affirmative." Ono agreed. "We just have to go down this steep slope and through the canyon. You can see the Fields from here." A small clasp of thunder echoed not too far in the distance as dark clouds began to roll in. "I just hope we get there before the storm hits." the egret added under his breath.

"We're almost there, everyone!" Twilight announced. "See the patch of green at the end of the canyon?"

"Look at all that grass." Muhimu sighed. "I can almost taste it from here. Oh, yummy."

"Yummy?" Bunga questioned, looking up at the zebra leader. "You know it's gonna taste like grass, right?"

"Yes! I can't wait." Muhimu squealed with a grin. "In fact, I can't wait!" She let out a neigh and ran through her herd and headed for the canyon. Seeing their leader gallop ahead made the rest of the zebra herd follow suit.

"Uh-oh." Rainbow muttered, seeing the zebras charging right for them.

"Everyone! Slow down!" Kion yelled, but his voice was drowned out by the thundering hoofsteps and zebra's neighing. "The slope is too steep."

"No way this ends well." Fuli sighed.

Seeing the zebras charging into the canyon, he gazelles soon followed suit. The Pony and Lion Guard raced after them down the slope into the canyon, trying to slow the herds down. The thundering hoofbeats echoed throughout the canyon, shaking loose some rocks on the ledges near the end of the path.

"Hapana!" Ono gasped when he noticed the rocks. "Kion? Twilight? We have a problem!"

Kion and Twilight looked ahead and saw the rocks beginning to fall. Twilight teleported herself and Kion to the front of the herd, urging them to turn back. The rocks crashed down, blocking the exit of the canyon. One large rock was about to fall on Muhimu, when Bunga pushed her out of the way.

"Why did you shove me?" Muhimu rudely asked, glaring at the badger currently sitting on her back. "Don't you know I'm in a family way?"

"No, you were in the rocks' way." Bunga irritably corrected in response to seemingly ungrateful attitude. "I was trying to save your life."

"Oh. Well, that's different." the zebra leader chuckled dryly, looking away from the Guard's bravest. "Now, could you please get up? You're sitting on me!"

"Well, now you know how it feels." Bunga retorted, jumping off.

"What's that supposed to mean?" Muhimu huffed as she got to her feet. "Oh, never mind. Odd little hedgehog." She groaned as she stomped off.

"I'm a honey badger!" Bunga corrected her again, this time raising his voice while very agitated and put off by her attitude.

The rest of the Lion Guard looked up at the rocks blocking their path. "Guess we're not as close as we thought." Kion sighed.

"So what do we do now?" Beshte asked, looking to the two lion cubs.

"Any ideas Twilight?" Applejack asked.

"Well, the herds can't go over it. And we can't go through it." Twilight informed as she looked over the barricade. "So we've got to go around it." she concluded.

"Ono." Kion looked up at the bird hovering above them. "Scout out another route to the grazing grounds."

"I'm on it." Ono nodded and flew higher over the canyon.

Swala walked up and examined the barricade, "I blame the zebras for this." she scoffed, before heading back to her own herd.

Ono looked in every direction, trying to find another route. He ended up finding one, but it went out of the Pride Lands. The keenest of sight flew back to the Guard and perched on a small rock.

"What's the news Ono?" Kion asked, walking up to him.

"Well, I did find another route to the fields." Ono informed. "But, it goes through the Outlands."

"That won't be easy." Twilight muttered, glancing to Kion. "We'll need to be on alert for the clans that live out there."

"I promised my dad and Princess Celestia we'd get these herds to their new home." Kion reminded. "And if we have to go through the Outlands to get there, then that's what we're going to do."

"At least we've got one good thing going for us." Bunga cut in with a smile. "That storm hasn't started yet." As soon as he said that, a loud clap of thunder echoed all around them. Then, rain began to fall. "Maybe I shouldn't have said that out loud." the honey badger chuckled dryly.

"Ya think?" Rainbow and Fuli raised her brow, casting a half-lidded glance at the badger.

The Guard led the herds back through the canyon. "I'm starting to wonder if Kion knows what he's doing." Muhimu voiced to her herd. "He says we're almost there, now he's taking us in a different direction."

"Has he ever even led a migration?" a male zebra pondered aloud.

"Maybe we should've stayed home." a female zebra spoke up.

"If Simba and Celestia had brought us, we'd be there by now." Swala noted. "I'm not sure Kion can handle a trip like this."

Even at the front of the herds, and a few paces ahead, Kion could still hear everything they were saying. He let out a groan and rolled his eyes.

"Don't listen to them Kion." Twilight told him, rubbing her forehead against his cheek. "You're doing great."

The prince looked over at his smiling friend and felt himself smile too. He brushed his mane against her cheek.

"Is it just me or is this water getting deeper?" Fuli asked, realizing her paws were completely submerged. She heard a rushing sound and glanced back, her green eyes widening in horror of what's behind them. "Kion! Twilight!"

The two cubs looked back at their cheetah friend, and saw a massive wave coming right for them.

"Flash flood!" Kion alerted, sending the herds into a panicked frenzy.

"Higher ground, everyone!" Twilight quickly and urgently advised everyone, standing on a small ledge. "Move! Now!"

The herds ran for their lives as the floods waters came rushing, but suddenly, the water just stopped and froze there. “What in the Pridelands?” Kion exclaimed as he and the Guard paused for a moment along with the herds.

“What’s up with the water?” Twilight asked.

“Kion! Twilight! Lookie!” Pinkie Pie smiled, pointing at something or someone on the cliff edge, with dark blue glowing paws and glowing white eyes?

The figure moved her paws up and lifted the water out of the way, “What are you waiting for? Go now!” she yelled at the stunned group in a strangely familiar voice.

Kion and Twilight shook off their shock, “Let’s go hurry!” Kion called and the Guard quickly lead the herds under the flash flood water. Once everyone was cleared, the figure placed the water back down and went to join them.

The groups rejoined at the top of the canyon, the two herds discussing Kion's leading skills.

"Who takes the low way during a rainstorm? Yes, he saved me, but it's his fault I was in trouble in the first place, right?" Swala said to a few members of her herd.

Kion's ears fell to the sides of his head,

“No it wasn’t!” A voice came, surprising everyone when they saw Kyoga leaping into the canyon.

“It wasn’t Kion’s fault for anything. Lions can’t predict the weather especially a flash flood.” she spoke in his defense, “Plus, you wouldn’t have had to change direction if someone didn’t start a stampede to get to the grazing grounds.” She added while shooting a glare at the zebra who started it.

Muhimu scoffed in offense hearing that, “You’re blaming me for this?”

“Partially.” Kyoga bluntly deadpanned. “Not everything goes the way you plan, especially when the ones you're trying to help end up making things harder on yourself.”

Muhimu sighed, knowing Kyoga was right. “Kyoga’s right. I admit I’m partially responsible for making things harder for Kion and the Guard cause I started to stampede. Kion’s not to blame for this trip not going the way we hoped.” Muhimu then looked at Kion, “I trust that you’ll get us to our grazing grounds safely Kion.”

“Me too!” another zebra added.

“Me three!” another gazelle smiled.

Kion smiled at the herds, “Thank you.”

Muhimu and Swala nodded at the royal prince and side-by-side they led the zebras and gazelles towards Mbali Fields,

“Hey Kyoga….?” Kion called after her.

“Yeah?” Kyoga asked.

“Why did you defend me back there, I thought you didn’t want anything to do with me or the Guard.” Kion questioned the lioness cub.

“I couldn’t stand by while the herds blamed you for their mistakes. It wasn’t fair. Plus, I know how herds can be edgy.” Kyoga replied as they crossed into the Outlands territory.

"Remember, everyone, we're in the Outlands now." Twilight said, looking over her shoulder. "Be as quiet as you can. Got it?"

"But what if..." a male zebra began loudly, but was hushed by Muhimu, who suddenly let out a scream and laid down.

"Pull it together! Didn't she just say to remain calm and quiet?" Rainbow sharply said to her.

"It's time!" the zebra screamed again.

"Yeah. Time to stay quiet." Bunga reminded, grabbing the female's snout.

"No." Muhimu rebuked. "Time for the baby!"

The ponies share "Uh-oh" looks as they see what's about to happen.

"Oh no." Fluttershy said in worry with her hooves up to her chin.

"Not now baby!" Pinkie shouted.

"Of all the worst times it had to be now!" Rarity exclaimed.

"What baby?" the Guard's bravest questioned.

"The baby I'm about to have!" Muhimu let out another shriek.

"Baby? You're having a baby?" Bunga repeated, still in disbelief. "Like a baby baby? Like a baby, baby, baby?" Muhimu nodded. "Why didn't you tell me?" He asked in wide-eyed alarm.

“Wasn’t that obvious due to her enlarged stomach and her short temper?” Kyoga deadpanned that it should have been obvious at that point.

"You're having a baby? Right now?" Kion questioned as Muhimu nodded again as Rarity reacted with a shriek and then fainted.

"What do we do?" he asked, glancing to Fuli.

"How should I know?" she replied.

"I only know about eggs." Ono informed, moving to perch on the lioness' back.

"If only I could say I have actually helped deliver a baby before than I would have known what to do." Fluttershy regretfully spoke as the thought unnerves her.

"Leave it to us." Swala stated that they'll take care of this. "She'll need help, ladies. Who's with me?" A few females from Muhimu's herd stepped around their leader. Swala noticed Bunga was next to Muhimu. "She'll want some privacy."

Bunga rubbed the back of his head, "No problem. See you later!" he turned to leave but was halted by Muhimu asking him to wait.

"I'll feel safer if you're nearby." she said to the honey badger. "You saved me before. I wouldn't be here to have this baby if it weren't for you."

"Um...okay." Bunga shrugged, rubbing his arms. "How nearby do I have to be?" Muhimu let out another groan and rolled onto her side, the females of her herd forming a circle to shield her from view as he got the idea. "So not too nearby, then. Good."

"A baby zebra? It's gonna be so cute!" Beshte sighed.

"But we're in the Outlands. There's predators everywhere." Fuli reminded. "She can't have the baby here."

Ono hovered over the herd to check on Muhimu, "She can and she is!" he informed the others.

"Then we're gonna have to stay here till she's had it." Beshte noted.

"What if there's an attack?" the fastest asked.

“Pfft. Please, any predator would think twice about fighting with me.” Kyoga scoffed as Rarity regained consciousness.

A high pitched neigh caught their attention and the ran to join Bunga while Rarity fainted again as two zebras parted so they could see the new baby. Muhimu nuzzled her little one, a tiny foal with bright blue eyes, "It's a boy." she announced.

"Whoa." Bunga and Kion sighed, completely in awe at what just happened.

"It's the Circle of Life in it's purest form." Applejack breathed, holding her hat in her hooves.

The new foal took his first steps. "Look at that. He's pretty cute." Bunga noted. "Does he do anything?"

"Like what?" Muhimu asked, raising her eyebrow.

"I dunno, like play? Or tell jokes?" the honey badger questioned.

"Bunga he was just born." Kion reminded. "He can't even talk yet."

"Aww. Is he just the cutest wittle zebra you ever laid eyes on." Rarity then gushed after finally getting up to see the little foal in full glory.

"Heh." Rainbow chuckled. "And I thought Fluttershy is the one would gush over baby animals."

The infant foal let out another high-pitched neigh, that echoed all around the canyon they were in. Unknown to the three Guard members, Janja, Cheezi, and Chungu heard the noise and discovered their location. Janja, personally wanted to get revenge on Kyoga for giving him his scar which was now three healed claw marks on the side of his face. “Let’s go boys. Time for some revenge and dinner!”

"That was really cool, but a little loud." Bunga noted, tapping the infant's shoulder. "Not your fault, you're weren't born yet when Kion told us to be quiet, but..."

"Okay, zebras! Better run!" Janja warned, coming into view. "'Cause here we come!"

"Hyenas!" Swala and the zebras screamed.

Kyoga scoffed and came in front of everyone. “Back off Janja, unless you want another set of scars on your face…”

Janja snarled, “I’ve got a bone to pick with you for giving me these scars, Kyoga. Boys?”

Cheezi and Chungu, on the other hand, weren’t about to go up against Kyoga after the episode she had when she clawed Janja’s face. “Uh.. actually.. How about you deal with her Janja?” Cheezi fearfully asked as he and Chungu backed off.

“Ugh furbrains!” Janja snarled at their cowardice.

“Are those hyenas…. Scared of Kyoga?” Swala questioned, confused.

“Whatever, I don’t need help to take down a cub…” Janja snarled before he lunged at Kyoga and Kyoga collided with Janja slammed him to the ground. The pair snarled kicking up dust and blood specs from their powerful and deadly claws and they slashed each other, viciously.

“Hevi Kabisa…!” Kion breathed, seeing the claw baring battle.

“Yeah, come on Kyoga! Get him!”

“Show him whose boss!”

Rainbow and Pinkie Pie cheered happily for the disabled lioness cub.

Finally, Kyoga grabbed Janja by the scruff of his neck and threw him into one of the canyon walls.

“Ugh…!” Janja staggered to his feet, covered in small scratches.

“Now beat it, Janja. Now….” Kyoga snarled.

“Grr…. fine. But this isn’t over, Kyoga…!” Janja exclaimed as he swore revenge and limped away in defeat with Cheezi and Chungu following him.

Kyoga snorted out some smoke, with a smirk on her face.

“Woah…..” Muhimu and Swala said in awe from Kyoga’s battle.

“Like I said, think twice before tangling with me. Now come on, to the fields…”

Kyoga walked along, leaving the momentarily stunned group behind.

Later, Ono flew over the fields, taking a head count of the herds, before landing on a rock next to Beshte. "All present and accounted for!" the keenest of sight reported. "The Mbali Fields migration is officially over."

"Nothing went the way we thought it would." Kion admitted.

"But we still got everyone here safe." Twilight reminded.

"And that's what counts." Fuli added.

"We even added one." Beshte grinned with a chuckle, his eyes on the new zebra foal.

"Welcome to the Circle of Life little guy." Fluttershy said with a smile, watching as the foal kicked his hind legs and ran in a circle, braying happily.

"You said it, baby!" Bunga agreed with a laugh.

Muhimu approached the Guard, "Thank you Pony and Lion Guard, for everything." she respectfully bowed her head.

"We were just doing our job Muhimu." Kion replied, tipping his head in return. "We're just glad your new baby is happy and healthy."

The foal neighed again as he chased Bunga around the field.

"So, what are you gonna name him?" Pinkie Pie asked, looking up at Muhimu.

"Hmm." the female leader pondered a moment, before letting out a small gasp with an idea. "I got it. His name..." she looked at her son playing with Bunga, "...is Hamu."

"That's a nice name." Beshte agreed, him and everyone else watching as the Guard's bravest played with the newest member of the Pride Lands.

"Still... I wonder who that figure was that halted and lifted the water with her paws?" Twilight wondered.

"That was mighty strange." Applejack said. "Lion's shouldn't be capable of magic."

"I know.... so... who was that?" Kion asked, unaware of Kyoga smirking and then winking to the audience.

Author's Notes:

For this episode, Kion deals with his first handling of a migration which doesn't go without problems but with Twilight's assurance since she has more confidence in their leadership abilities along with Kyoga coming to his defense the journey was successful.

In this version we have another Kyoga apperance as she comes to buy everyone time when the flash flood struck and then came to Kion's defense when the herd leaders blamed him for what happened pointing to Muhimu that she didn't help things by starting a stampede that caused a rock slide and their detour into the Outlands.

Kyoga is really starting to show her soft side and golden heart more as she starts to warm up to the Guard as Season 1 is starting to wrap up.

Also thank and give credit Pikachu Skitty again for putting this chapter together.

Episode 33: Cutie Mark Chronicles

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Episode 33:

The Cutie Mark Chronicles

In another attempt to obtain their cutie marks, the Cutie Mark Crusaders all standing on top of a high platform wearing helmets, prepare to zip line together.

“Are you sure about this, Scootaloo?“ Sweetie Belle nervously asked while emitting a small gulp at the large height they are standing from. “I've never even heard of a pony zip lining before.”

“Neither have I, but Spike told me it was awesome!” Scootaloo replied to her uneasy friends as she leads the way while dragging them down the line.

At first fast going until they screeched to a grinding halt after running out of momentum with the intensity of the speed from the attempt causing their line to snap and sent them screaming and falling down to the ground while tumbling down the nearby trees while getting covered with tree sap and pine needles.

“See anything?” Apple Bloom asked as look they look at their flanks.

“Tree sap and pine needles but no cutie mark.” Scootaloo replied in disappointment.

“Plan B?” Sweetie Belle asked.

“Yeah. You know where we can find a cannon at this hour?” Scootaloo proposed after a moment of thinking to which the other two express silent fright at the idea to which Scootaloo tossed aside her helmet in frustration. “It's no use! No matter what we try, we always end up without our cutie marks. And, surprisingly often, covered in tree sap.”

“Maybe we should do something less dangerous, like pillow testing or flower sniffing.” Sweetie Belle suggested as they take off their gear as Apple Bloom got them towels and buckets of water to clean themselves up with.

“This town is full of ponies who have their cutie marks.” Apple Bloom suggested. “Why don't we ask them how they did it?”

“That's a great safe idea.” Sweetie liked the idea.

“Yeah! And we can start with the coolest pony in Ponyville.” Scootaloo also liked as the other two had something different in mind.

“Applejack!” Apple Bloom voiced.

“Rarity!” Sweetie Belle voiced.

“Come on, guys, I said "cool"!” She repeated as she flew around like Rainbow Dash with emphasis. “You know who I'm talking about. She's fast. She's tough. She's not afraid of anything!”

“Pinkie Pie?” The other two incorrectly guessed.

“No! The greatest flyer ever to come out of Cloudsdale.”

“Fluttershy?”

“No! Rainbow Dash!” Scootaloo finally spit it out to them.

“Oh! Yeah, that makes much more sense.” Apple Bloom replied as she gets the idea.

“Of course!” Sweetie Belle replied now understanding what she is saying

“Let's do it. Let's find out how Rainbow Dash earned her cutie mark!” Scootaloo voiced of what they should do as the two high-hoof her.

“Yeah!”

Unfortunately for them, Scootaloo forgot to clean the sap off of her front hooves and the three got stuck together leaving them to get some more hot water so they can free themselves.

During their walk to find Rainbow Dash, they came across bunnies they nearly run over with apples in tow until Scootaloo halted her scooter before that could happen.

“Get back here, you thievin' varmints!” Applejack called out to them as she and Bunga pursed.

“Zuka Zama!” Bunga shouted as he leaped tackled the thieving trio which caused them to drop their apples. “Oh, hey, girls.” He greeted as he continued giving chase to the rabbits trying to steal from Sweet Apple Acres.

“Thievin' what now?” Apple Bloom said in confusion.

“Varmits.” Bunga answered as he got done picking up the apples after chasing the rabbits out of the farm. “It’s what Applejack calls every animal and pest that tries to eat and steal from the farm. And I don’t blame them…” He then said as he munched on one of the apples they tried to steal. “These are delicious.”

“The best of the best.” Applejack added as she saw her little sister and her friends. “What’s up, Apple Bloom?”

“Hey sis! How'd you get your cutie mark?” Apple Bloom returned and asked.

“I never told you that story?” Applejack asked thinking she did.

“No. No, you haven’t.” Bunga replied finding interest in hearing that story.

“Hey! I thought we were gonna ask Rainbow Dash.” Scootaloo asked feeling they are getting off-track here.

“We need all the help we can get.” Apple Bloom reasoned as Scootaloo relented even though she really wanted badly to find and learn her idol’s story the most.

“Why, shoot. I was just a little filly. Even littler than y'all.” Applejack began as she recalled when she was younger and leaving Sweet Apple Acres with her big brother and grandmother watching on with sadness as they accept her decision before making her way to Manehattan.

“I didn't want to spend my life on a muddy old apple farm. I wanted to live the sophisticated life, like my Aunt n' Uncle Orange. So I set out to try my luck in the big city, Manehattan! The most cosmopolitan city in all of Equestria.”

“Hey! Outta the way, you rube!” One of the stallions rudely told the gazed-stricken filly marveling at the wonderful sight of the big city before finding her way to her uncle and aunt’s home.

“I knew I'd find out who I was meant to be in Manehattan.”

Young Applejack made her way to the apartment with a couple of oranges on the door and then knocked on it. There she was greeted by the two who opened the door.

“Aunt Orange! Uncle Orange! Thank y'all so much for lettin' me stay!” Young Applejack greeted as they let her inside.

Fittingly enough they had oranges as cutie marks on their flanks.

“"Y'all".” Aunt Orange laughed in amusement of their niece’s countryism. “Isn't she just the living end?”

“How quaint.” Uncle Orange chuckled in agreement.

“Don't worry. We'll have you acting like a true Manehattanite in no time.” The aunt assured her.

The two hosted a fancy party together with their friends and got the little one’s hair styled up much like her aunt as they all had sparkling drinks and talked all about Manehattan.

“And how are you finding good old Manehattan?” One of the sophisticated ponies asked the young one.

“Oh, it's simply divine.” She replied in the manner her aunt and uncle taught her.

“Very well said, my dear.” Her aunt complimented her as she continued.

“Although, I must admit the city noise took some getting used to. Where I'm from, nights are so quiet, you seldom hear a peep until the roosters wake you.”

“The... what?” One of the asked in confusion.

“I say, my dear, what in the world is a "rooster"?” Another added just as confused as Applejack struggled with what to say next when a small ringed as the catering ponies came with fancy dishes.

“Dinner is served.” One of them announced sparing her from the trouble digging herself into a hole.

“Thank goodness. Being a city pony's hard work.” Young Applejack said pleased. “I'm so hungry I could eat a...” She started before her eager smile faded upon seeing the very small portions they were being served.

As she later sat in her room, she then began to regret her decision as she sat in front of the window next to her bed

“Cock-a-doodle-doo...” She sadly said as she teared up. “Oh, I wonder what Granny Smith and Big McIntosh are up to. I bet they're applebuckin' their way through the Red Delicious trees. Oh, what I wouldn't give for just one bite...”

“I never felt so homesick in all my days as I did right then.”

As Applejack lamented she suddenly heard an explosion to where she saw a rainbow appearing in the direction of Sweet Apple Acres.

“It was amazin'! A rainbow pointin' right back to... home.”

Young Applejack then ran as fast as her hooves can carry her as she makes her way back home where she is happily greeted by her grandmother and brother and that’s the moment three red apples appeared on her flank.

“In that moment, it all became clear. I knew right then just who I was supposed to be. That's when this here appeared.” She then said as she glanced at her flank in the present day.

“I've been happily workin' in the farm ever since.” She recalled as the bunnies snuck up behind them to which Bunga quickly turned around and got them to flinch and run away.

“Don’t even think about you little varmints!” Bunga shouted after them as Applejack followed after them to give them a chase too.

“Aw. That was such a sweet story!” Sweetie Belle commented.

“Sweet? Try sappy.“ Scootaloo responded with a gag as she found it unappealing before hopping back on her scooter with the others jumping on. “Come on! We've got to find Rainbow Dash and hear the cool way to get a cutie mark.”

The three then ride on Scootaloo’s scooter as they make their way to town only to stumble with their ride falling apart upon nearly crashing into Fluttershy and Beshte who were in the middle of the path helping the little duckies cross the street with Ono’s help.

Thankfully, Ono caught them before they can land and hurt any of the animals at the crosswalk.

“All right, little ones. This way. This way.” Beshte said to them before turning her attention to the little ones. “You really should be more careful. Somepony could get hurt.”

“Why are you in such a hurry anyway?” Ono asked them.

“We're trying to find Rainbow Dash, so we can hear how she earned her cutie mark.” Scootaloo answered.

“Oh, that would be interesting.” Fluttershy agreed that’s an interesting story to hear. “You know, I wouldn't have gotten my cutie mark if it weren't for her.”

“Rainbow Dash?! Really?!”

“How?”

Scootaloo and Ono asked in surprise.

“Oh yes. It all started at Summer Flight Camp.” Fluttershy began narrating her backstory. “You'd never guess, but when I was little I was very shy. And a very weak flyer.”

At Cloudsdale years ago, a young and tall Fluttershy struggled to pick herself up from the ground before she was able to take off. She was finally able to fly up to the cloud ring and went through it until she tripped over it coming across and then slid down a slippery slope and right into a flag from a post in front of her. This attracted the attention of two familiar bullies above her.

“Nice going, "Klutzershy"! They oughtta ground you permanently.” Young Dumbbell laughed at her.

“Ha! My baby brother can fly better than you!” Young Hoops added in as they flew in close to taunt her some more.

“It was the most humiliating moment of my life. And then, out of nowhere...”

A young Rainbow Dash swooped in and flew in between them in the poor girl’s defense.

“Leave her alone!” She said to the bullies.

“Ooh, what are you gonna do, "Rainbow Crash"?” Young Hoops mocked trying to call her bluff.

“Keep making fun of her and find out!” She responded in a warning tone.

“You think you're such a big shot? Why don't you prove it?” Young Dumbbell challenged.

“Whaddya have in mind?” Young Rainbow asked ready to bring it.

A race was what they had in mind as the three prepare to settle this with every peagsus pony watching.

“You're going down!” Young Hoops threw in a pre-race insult.

“In history, maybe. See you boys at the finish line!” Young Rainbow returned as Young Fluttershy waved the checkered flag to start the race.

As the three took off, the poor girl had the misfortune of being spun around and sent plummeting to the ground as a result of the flying by.

She screamed as she struggled and panic to save herself until she was saved by a group of butterflies who joined together and formed a cloud-like pillow for her to land on.

“I had never seen such beautiful creatures. Butterflies don't fly as high as my cloud home. And I'd never been near the ground before.”

As Young Fluttershy admires them, she also takes the time to admire the scenery and the critters all around her while singing to a delightful tune.

“What is this place

Filled with so many wonders?

Casting its spell

That I am now under

Squirrels in the trees

And the cute little bunnies

Birds flying free

And bees with their honey

Hooooonneeeeeeey!”

She sang as the other critters danced to the more upbeat tune.

“Oooh, what a magical place

And I owe it all to the Pegasus race

If I knew the ground had so much up its sleeve

I'd have come here sooner, and never leave

Yes, I love ev-er-ythiiiiing!”

As soon as she finished singing an explosion occurred with a rainbow bursting into the sky which startled every creature.

“Shhh. It's okay. You can come out. Everything's okay.” Young Fluttershy assured and urged them everything is okay. “There's nothing to be afraid of.“

As the animals all gathered around her, three pink butterflies appear on her flank, signaling the earning of her cutie mark and true calling.

“Somehow I had the ability to communicate with the animals on a different level.”

“Hapana!” Ono voiced his amazement of how it happened.

“Poa!” Beshte added.

“Wait, wait, wait. What happened to Rainbow Dash? What about the race?” Scootaloo asked.

“Oh. Well, I wasn't there, so I don't really know what happened.” Fluttershy honestly answered.

“Come on, Crusaders. We've gotta find her.” Scootaloo urged the others to hop on to her ride which was her scooter with a wagon attached to it not wanting to hear anymore of Fluttershy’s singing.

“Maybe my sister knows where she is.” Sweetie Belle suggested as she waved after the two. “Bye, Fluttershy! Bye, Ono! Bye, Beshte!”

“Bye, girls!” Fluttershy waved after them.

“Who would have thought you had a singing voice lovely as an angel back then.” Ono complimented as Fluttershy blushed.

“It sounds lovely.” Beshte added.

“Ooh, it just comes naturally as much as my love for animals.” Fluttershy returned while touched by the egret and hippo’s compliment.

They went over to Rarity’s to where the girls find themselves in a dressing and fitting situation to which Scootaloo voiced of how this happened.

“Are you girls still obsessing over your cutie marks?” Rarity asked.

“Of course! Most of the fillies at school already have theirs.” Her younger sister replied.

“Mmm, I know how you feel.” She understood where she was coming from as she recalled the story of how she got her cutie mark. “For the longest time I couldn't figure out why I didn't have mine.”

Years ago, both Rarity along with their teacher oversaw the students in costumes the little unicorn had created in preparation for an upcoming school play.

“Well done, Rarity. Your costumes are very nice.” Her teacher complimented.

“Nice?! They need to be spectacular! And the performance is tomorrow!” Young Rarity voiced she wants them to be dazzling as she worked to find the right touches to them.

“I tried every trick I could think of, but nothing seemed to work. The costumes just weren't right, and the play opened that night.”

“Maybe I'm not meant to be a fashionista after all...” She said in defeat when her horn suddenly powered up. “Aah! What's going on?!” She futility tried to stop herself from being dragged off before giving up as the magic dragged her across Equestria well into and past the night.

“I had no idea where my horn was taking me. But unicorn magic doesn't happen without a reason. I knew this had to do with my love of fashion and maybe even my cutie mark! I knew that this was... My destiny!”

She finally stopped when she finally stopped and bumped into a large boulder.

“A rock?! That's my destiny?!” Young Rarity exclaimed in frustration. “What is your problem, horn? I followed you all the way out here for a rock?! Dumb rock!”

At that moment an explosion occurred as the rainbow nearby caused the boulder to split in two and when the rock opened up…it revealed a massive display of sparkling and dazzling gems to which a new idea of sprung in her head.

With these gems, Rarity included them in her costumes to which really sparked a lot of lovely attention from the crowd to really sell the play’s success. As her teacher commended her, a three-diamond cutie mark appeared on Rarity’s flank.

After finishing with helping Rarity the three fillies then continued their search for Rainbow Dash as they end up stopping again courtesy of Twilight Sparkle and Kion with the former telling them of how she got her cutie mark.

“As a young filly in Canterlot, I always wanted to go to the Summer Sun Celebration, where Princess Celestia raises the sun.” Twilight began as Sweetie Belle and Apple Bloom all watch with attentive eyes as much as they listened to the other stories although Scootaloo really wants badly just to listen to Rainbow’s story.

“And I saw the most amazing, most wonderful thing I've ever seen.” Twilight recalled watching Princess Celestia at the Summer Sun Celebration when she was a filly. “I poured myself into learning everything I could about magic.” She said as she started with her extension studying and research on magic even learning of how to flip a single page with her magic which lasted well into the night.

Her parents came in and presented her a document with a blue ribbon and a check mark to let her know she has been enrolled into the school much to her joy…

“My parents decided to enroll me in Princess Celestia's School for Gifted Unicorns. It was a dream come true! Except for one thing... I had to pass an entrance exam!”

She then recalled as she suddenly finds herself face to face with examiners with her parents standing on the side of the room for support as one of the teachers rolls in a cart with a purple spotted egg up to her.

“Well, Miss Sparkle?” One of them urged her to do so.

Twilight back then nervously laughed as she realized she has to literally crack the toughest challenge any unicorn can face.

Seeing she has no choice as the examiners have their clipboards ready to test her and see if she is worth of joining the princess’s school she gives the best she can do but all she could come up with is weak sparks from her horn.

This was not good for her as she was really struggling with this near-to-impossible task at hoof.

“We don't have all day.” The instructor again impatiently urged her to work her magic on the egg to which her utmost efforts are still in vain as she still could not hatch it.

“I knew it was the most important day of my life, that my entire future would be affected by the outcome of this day and I was about to blow it!”

“I'm sorry I wasted your time.” Young Twilight then said in defeat when an explosion occurred from outside which gave her a surge of magic that worked her horn into hatching the egg. The same egg Spike hatched from.

Then suddenly she lost control as her eyes glowed white as she levitated the instructors, turned her parents into plants, and turned Spike into a giant dragon which caught the attention of Princess Celestia who went over and placed a calming hoof on her to get her to stop. Once that happened, everything returned to normal.

“Twilight Sparkle.” The alicorn princess said to her who looks on in worry.

“Oh, I'm so sorry. I didn't mean...” The young mare began her apology until she is showered with praise.

“You have a very special gift. I don't think I've ever come across a unicorn with your raw abilities.”

“Huh?”

“What was happening” She thought.

“But you need to learn to tame these abilities through focused study.” She continued.

“Huh?!”

“Twilight Sparkle, I'd like to make you my own personal protégé here at the school.” She then offered as the filly is left dumbstruck by this after turning to her parents who nod their heads with excited expressions to take her up on that offer.

“Huh?!”

“Well?”

“Yes!” She excitably accepted.

“One other thing, Twilight.” She added leaving her confused again until she pointed to her new cutie mark.

“My cutie mark!” She awed at the sight. “Yesyesyesyesyesyesyesyesyesyesyesyesyesyesyesyesyes...” She exclaimed as she hopped up and down and around the room.

As she finished telling the story she did the same thing back then in the present as she hopped around while creeping the young ones out. “...yesyesyesyes...”

“Okay, okay.”

“We're happy for you, Twilight.”

Apple Bloom and Sweetie Belle tried to get her to calm down to no avail.

“Yeah, thrilled. Let's get out of here while we still can.” Scootaloo then ushered them to sneak away to which they all did so.

“...yesyes, yeeees!” Twilight continued to hop around until Kion quickly ran over and stopped her in her tracks.

“Okay, okay. Calm down!” He urged her to stop as he pointed to the nearby crowd of ponies who just happened to gather around them.

“Are you okay?” One of them asked.

“Um... yes.” She awkwardly replied slightly embarrassed that she drew a crowd like that.

“Carry on.” Kion told them as they all walked away once that was all settled.

By then the Cutie Mark Crusaders have already made their way across town.

“Ugh! Why don't we ever smash into Rainbow Dash?!” Scootaloo groaned wondering why it is so hard to find her.

“You're looking for Rainbow Dash?” Pinkie voiced suddenly appearing while riding in the wagon. “If I was her, I'd be at Sugarcube Corner. Of course, if I was anyone, I'd be at Sugarcube Corner. Hey! I have an idea!” She then proposed. “Wanna go to Sugarcube Corner?”

She nearly fell out of the wagon until Apple Bloo quickly pulled her back in.

“Well, we're sort of looking for Rainbow Dash, so we can hear how she got her cutie mark.” Sweetie Belle explained of what they are really looking for.

“Cutie mark?” Pinkie questioned very eager to tell her story. “Come with me and I'll tell you how I got mine!”

“Why not?” Scootaloo reluctantly relented.

“All right!” She cheered as she began telling her story.

“My sisters and I were raised on a rock farm outside of Ponyville. We spent our days working the fields. There was no talking. There was no smiling. There were only rocks.”

Back then, Pinkie Pie had straight hair and was sadly doing her job pushing along rocks along with her sisters on the lifeless land filled with leafless trees, dark skies and gloom all around the atmosphere.

“We were in the south field, preparing to rotate the rocks to the east field, when all of a sudden...”

The rainbow explosion occurred leaving behind a rainbow and turned the atmosphere into a more brighter and happier land while Pinkie’s mane and tail turned poofy as a result from what had just happened.

As Pinkie looks on at the marvelous sight she smiled brightly with her eyes filled with rainbows inside.

“I'd never felt joy like that before! It felt so good I just wanted to keep smiling forever! And I wanted everyone I knew to smile too, but rainbows don't come along that often. I wondered, how else could I create some smiles?”

Pinkie thought to herself as she thought of an idea as she ran off ahead do what she wants that lasts through the next twenty-four hours.

“We better harvest the rocks from the south field.” The family patriarch said to the family that morning as they hear music not too far from here.

“Pinkamena Diane Pie! Is that you?” The matriarch called out to her as she opened the door to the water tower.

“Mom! I need you and dad and the sisters to come in. Quick!” She told them before rushing back inside.

Her parents shared a confused look before pressing forward inside and walked inside to see…

“Surprise! You like it? It's called... a party!” Young Pinkie presented to everyone a room filled with balloons, confetti, cake, punch, buckets of apples, and decorations all around inside while she blew on a party tweeter.

Her family was left speechless.

“Oh. You don't like it.” The young mare worried until their shocked expressions turned completely excited smiles. “You like it! I'm so happy!” She cheered as she danced with her mother while the others mingled.

During the dance, Pinkie’s cutie mark appeared on her flank.

“And that's how Equestria was made!” She concluded her story.

“Wha... huh?” Scootaloo said as they came to a stop.

“Look! We're here!” Apple Bloom pointed out they have arrived at Sugarcube Corner with her backstory taking up most of the ride over.

“Maybe on the way home I can tell you the story of how I got my cutie mark. It's a gem!” Pinkie then said as she trotted inside leaving the little peagsus irritated.

“Oh, come on. She's just being Pinkie Pie.” Sweetie Belle urged her to let it go as they all walked inside.

When they all got inside they all saw the entire Mane Six is already there including Rainbow Dash along with the Lion Guard.

“Rainbow Dash! You're here!” Scootaloo eagerly said now that they can finally hear her story.

“I hear you're looking for my cutie mark story.” She greeted having heard from her friends about it.

“You have no idea what I've been through today to hear that story.” Scootaloo then said in relief.

“It all happened during the race at Flight Camp...” Rainbow began as she recalled the moment she went up against the two bullies she was racing against. “...where I stood alone against all odds to defend Fluttershy's honor.”

The race began as previously described by Fluttershy as she raises the flag up with Rainbow starting off with a confident snort while licking her teeth while the other two draw their hooves into their starting cloud before waving it to signal the start of the race. As the three spread their wings, Fluttershy waves the flag, and the racers take off while accidentally knocking Fluttershy off of her cloud.

“I've never flown like that before! That freedom was unlike anything I've ever felt! The speed, the adrenaline, the wind in my mane... I liked it... a lot!”

Rainbow recalled taking the early lead while Dumbbell crashes out after hitting a sharp turn while crashing into a stone pillar.

As Young Rainbow cruised through the course Hoops pushed Rainbow aside to take over the lead.

“Ow!”

“Ha! Later, Rainbow Crash!” He taunted before taking off ahead.

“Hey!” She returned as she worked her speed into giving him chase.

She flew as fast as she could to catch up to the dirty racer while zooming past him while accidentally knocking him aside.

“Turns out the only thing I liked more than flying fast... was winning!”

Then when she felt herself going beyond imaginable speeds she left behind a powerful burst that created the rainbow wave that spread across all of Equestria.

“Most people thought that the sonic rainboom was just an old mare's tale. But that day... The day I discovered racing... I proved that the legends were true. I made the impossible happen!”

Once Rainbow saw what she had accomplished with her mane and tail leaving a rainbow trail, she smiled brightly as she powered herself to the finish line and down back and under to complete the Sonic Rainboom, all while her rainbow colored lightning bolt cutie mark appeared on her flank.

“And that, little ones, is how you earn a cutie mark.” She concluded her story.

“Whooooaaaa...” The young trio said in awe as the others connected the dots together along with the Guard upon hearing the rainbow as if it sounds familiar to them.

“Wait a second.” Fluttershy first spoke up. “I heard that explosion. And I saw the rainbow too. Rainbow Dash, if you hadn't scared the animals, I never would have learned I could communicate with them and gotten my cutie mark.”

“I heard that boom! And right afterwards, there was this amazing rainbow that taught me to smile.” Pinkie spoke up as she recalled.

“When I got my cutie mark, I saw a rainbow that pointed me home. I bet it was your sonic rainboom!” Applejack added and concluded.

“There was an explosion I could never explain when I got my cutie mark.” Rarity added.

“This is uncanny! If that explosion didn't happen when it did, I would have blown my entrance exam. Rainbow Dash, I think you helped me earn my cutie mark too!” Twilight also recalled when that happened.

“Whoa!” Rainbow voiced as Pinkie tackled her to the ground.

“We all owe our cutie marks to you!” Pinkie said to her as Fluttershy says a special meaning behind it.

“Do you realize what this means? All of us had a special connection before we even met.”

“We've been BFFs forever and we didn't even know it!” Rarity voiced delight of how far it extends to.

“Amazing!” Kion voiced as he recalled something that happened back then. “Now come to think of it, I think we also owe it too for our special connection to you all.”

“What do you mean?” Rainbow asked as Kion had a story to tell.

“Before we met all of you there was a time we actually learned of our special talents. Back when we were young.”

He began as he recalled along with Bunga are running towards the watering hole

“Race you to the watering hole.” Baby Kion said to the honey badger next to him.

“The first one there's a rotten egg.” Baby Bunga returned as he got ahead and jumped into the water. Zuka Zama! Look at me. I'm the rotten egg!”

Suddenly he found himself lifted up by a younger Beshte.

“Sorry, Little B. I got here first.” He said to him.

“Guess Beshte's a rotten egg.” Baby Kion said as the two got out of the water.

“That's okay.” Baby Bunga replied as he farted to which disturbed Kion. “I still smell like one.”

“Kion! Kion!” Baby Fuli came running up to him.

“Fuli?“

“There's a hyena in the Pride Lands, and it's stealing an egg.”

“That's not right. We gotta tell your dad.” Baby Beshte told Kion.

“No time to tell my dad. We gotta stop that hyena ourselves. Come on.” He responded as he led the way.

Said hyena stealing an egg was Janja when he was young.

“This egg is so, oh, hard to roll.” He grumbled as Fuli catches up with him.

“Hey, stop! Leave that egg alone.” She demanded as he simply sat down and smirked at the baby cheetah. “Why are you smiling?”

“Cause I know something you don't know.” He smugly returned.

“What's that?”

“That there's three of us.” Young Janja revealed Cheezi and Chungu accompanying him.

“Oh, yeah? Well, there's four of us.” Baby Kion returned as he and the others arrived to back Fuli up.

“Which is more, three or four?” Young Cheezi whispered to Chungu as Janja looks on in surprise.

“Give us that egg, hyena.” Baby Kion demanded.

“Hey, he's got a name, lion cub.” Young Cheezi said in the hyena leader’s defense. “It's Janja.”

“Yeah, and I'm Cheezi!” Young Chungu wrongly called himself.

“No, you're Chungu. I'm Cheezi.” Young Cheezi corrected.

“Really?”

“I don't care who you are. You hyenas aren't allowed to steal that egg.” Baby Kion then got down to business to tell them how it is.

“Oh, yeah? Who's gonna stop us?” Young Janja smugly returned unfazed by their determination.

“We are.” Baby Kion stood his ground alongside his friends.

“Yeah, right.” Young Janja dismissed them while turning to his comrades. “Come on, fur brains help me steal this egg.”

“Did he call us fur brains?” Young Cheezi asked his dimwitted buddy.

“Yeah, I like it.” He returned as their leader got annoyed at their clueless thinking.

“Uh, fur brains, stop talking and hold those guys off while I take the egg.” He urgently told while he did as he said.

“Okay, Janja. You got it.” Young Cheezi returned as he ran ahead with the egg in tow.

“How do we do that?” Baby Chungu questioned as Kion began giving the others orders.

“Beshte, get Cheezi. Fuli, take Chungu. Bunga, go for the egg. Leave that Janja to me.”

“Got it.”

“Huwezi!”

Baby Bunga and Fuli said together as the two suddenly realize how much trouble they are really in now as the newly formed team of friends banded together to stop them.

“Uh-oh!”

“Twende kiboko!” Baby Beshte shouted as he and Fuli knocked away the two of them thus knocking them back.

While Janja was distracted, Bunga snatched the egg.

“Zuka Zama! Gotcha!”

“Hey, that's mine.”

“Not anymore, eenie-meenie hyenie.”

Before the hyena could make a move on him, Kion immediately tackled him.

“Get out of the Pride Lands. Now!” Baby Kion demanded of him.

“Okay. We're going, we're going.” Young Janja fearfully complied as he lead his comrades out and away from the scene and back towards the Outlands.

“Look at 'em go. Bye-bye.” Baby Bunga nonchalantly waved after them.

“Guess we'll never see them again.” Baby Fuli proudly stated as Beshte gasped upon seeing something along with a rumble from the skies.

A bright and powerful rainbow courtesy of Rainbow Dash which released rainbow colored wave across the Pride Lands that shook and caused the egg to crack as it started to hatch.

“Kion, look at the egg.” Baby Beshte told him.

“Oh, no it's cracked.” Baby Bunga worried they broke it.

“Hevi kabisa! It's not just cracked, it's hatching!” Baby Kion sees what’s really happening as Ono emerges a new-born out of the egg.

“Hapana. “ He said just after being born.

“I remember that day!” Fuli recalled while amazed realizing the connection they have with the girls.

“Me too.” Beshte also remembered.

“I don’t.” Ono returned since he was a newborn at the time.

“We sure showed those hyenas.” Bunga felt pleased upon remembering that day.

“Really?” Rainbow said in amazement. “So not only did the Sonic Rainboom make us realize our special connection but it also had us realize your special connection to us.”

“We all were BFF’s and we didn’t even realize it.” Rarity remarked just as amazed of how far their special bond goes.

“Who would have guessed that?” Beshte could not believe what had happened back then until now.

“Come here, y'all.” Applejack told everyone to get together as all eleven Guard members got together for a group hug.

“AWWW!!!” They all said together as they embraced each other.

“I'm so glad we're friends!”

“I love you, guys!”

Fluttershy and Pinkie expressed their friendly bond with each other as Apple Bloom and Sweetie Belle both awed at the sight of their bonding moment while Scootaloo gagged at the sight of what she feels is too much friendly love.

“Ewwww... Gimme a break. Come on, Crusaders! Maybe we just need to try zip lining again.” She tried to leave until being brought in for a group hug much to her dismay.

“Hey. How about a song?” Fluttershy offered as everyone was all on board for the idea.

“Nooooo!” She screamed seeing that as the cherry on the torture cake.

Outside of the bakery, was the cloaked figure watching the scene from the window with narrowed eyes before disappearing.

“Such a very special bond indeed.” He said as he ran off. “What will it take I wonder to break that?”

Later that day, Twilight had Spike wrote of the new lesson she had just learned while making her way to her window while gazing upon the rainbow outside.

“Dear Princess Celestia,

Today I learned something amazing. Everypony everywhere has a special magical connection with her friends, maybe even before she's met them. If you're feeling lonely and you're still searching for your true friends, just look up in the sky. Who knows? Maybe you and your future best friends are all looking at the same rainbow.”

“Gross! When did you get so cheesy?” Spike commented.

“Just write it, Spike.” She simply returned as she continued reflecting upon what had just transpired.

A very special bond between two groups of friends before they even met and became the newly jointed Pony Guard.

Author's Notes:

For this one, it took me quite some time to figure out how to get the Lion Guard and Mane Six's special connection to work out until I came across another flashback scene from Season 3 of the Lion Guard where their teamwork came together for the first time along with their first encounter of Janja and his buddies as they save the egg that had Ono hatch from just as Rainbow's first ever Sonic Rainboom happened.

Personally, where their special talents came to play even before forming the Lion Guard and meeting the Mane Six come crucial and what I find fitting enough for the two groups of friends to have a huge connection felt from between the two worlds even before they all met each other. And it was well worth putting in the time to think about it.

Next up is "Owl's Well That End's Well." as Spike gets an episode focusing on him along with his relationship with Twilight Sparkle.

Episode 34: Owl's Well That Ends Well

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Episode 34:

Owl’s Well That Ends Well

In Equestria, everyone was preparing for a special night as a meteor shower was set to happen and it is the talk of Ponyville and the Pridelands. Although there were two members of the Guard who couldn’t be more excited over it than anybody else. And those two are none other than Twilight Sparkle and Ono as they couldn’t stop talking about once word was spread out that it was going to be happening soon and tonight.

“This meteor shower tonight's gonna be amazing!” Twilight expressed her excitement with Kion as they load the wagon with food and supplies they need in order to be prepared to watch the meteor shower with their friends.

“Awesome!” Spike stated as he gathered fruit.

“Agreed!” Ono added as he got Twilight’s telescope.

“It sure is going to be something.” Kion couldn’t agree more.

“You know, this shower only happens once every 100 years.” Twilight reminded them.

“A centennial celebration!” Spike added as he juggled the apples.

“Than that makes it all the more reason to want to watch it!” Kion then added after hearing the importance and rarity of the event.

“We better get a move on!” Twilight voiced it’s time to leave as Spike brought forward a full glass bowl of punch to which Ono helped ease his balance to keep him from spilling it.

“Don't wanna be late! Whoa, whoa, whoa” Spike said in agreement as Ono and Kion caught him before he could fall over. “There. Thanks.”

“No problem.” Kion thought nothing of it.

“Spike, did you grab my quill and ink?” Twilight asked as Spike immediately got the requested supplies.

“Check!”

“Scrolls?” She asked.

“Check!” Spike again replied. “I've also packed a telescope, apples, bananas, fruit punch, and my freshly baked homemade triple-decker nut-crazy vanilla cream cookies!” Spike then added.

“I can see that.” Twilight giggled as she noted the crumbs on his face from one of the cookies he already ate before he quickly licked them off of his face. “Once again you've read my mind, Spike. And that is why you are my number one assistant.”

“I'm sorry. I didn't hear you.” Spike replied as he pretended he didn’t hear that compliment.

“Impressive.” Ono voiced his awe of how he was able to do all of that.

“That is why you are my number one assistant.” Twilight repeated much to Kion and Ono’s confusion.

“Missed that! Huh...?” Spike again asked as the two realize that he is pretending just so he can milk the words out of her mouth again.

“I said...“ Twilight said about ready to repeat when he caught herself mid-sentence and along with Kion giggled at Spike priding himself in the title as they pressed their companions to get moving.

“Come on, let's get going.” Kion said as they move to the door.

“Wait!” The unicorn then remembered something else. “I almost forgot! I wanna bring the "Astronomical Astronomer's Almanac to All Things Astronomy".”

“The Astronomo-lomo homono what?” Spike asked in confusion.

“Astronomical Astronomer's Almanac to All Things Astronomy".” Ono repeated.

“Sorry, but I’m lost.” Spike replied as he is genuinely confused by the name.

“Astro…” Ono started but them growled in frustration thinking he’s playing it on him too as Kion steps and calms him down.

“Easy Ono. He truly didn’t know how to pronounce it.” He calmly said to him as the unicorn turned to the baby dragon.

“You know that really old big blue book on stars, moons, planets, the universe...?” She clued him in.

“Right. Check.” Spike now got what she was talking about as he ran over to the bookshelf containing said book that had a lot of dust on it which sprung a twitch in his nose like he was about to sneeze but was able to stop in to his relief…

Or at least until he opened and immediately let loose an uncontrollable one that burned the pages to ashes and crisps.

“Hey! What's taking my number one assistant so long?” Twilight called out to him as Spike in a panic unable to find it in his heart to tell her the truth of what happened secretly places the book back on the shelf and returned back to the others just as Ono briefly popped in to check up on him.

“Everything okay, Spike?” He asked as he quickly ran out of the room.

“Yep, totally great, Let’s go!” Spike shouted in a haste to leave as Ono sniffed something burning and then noticed the burnt book in the bookshelf after detecting where it came from as he found out for himself of what really happened to the book.

“Hapana!” He exclaimed upon seeing the damaged book.

“Ono! You coming or what?” Kion called out to him.

“Coming!” He returned as he flew back over so they can walk over to the park to meet with their friends who are all gathered together to await the big event.

During the walk Ono brought up the subject.

“How did Twilight react when you told her?”

“About what?”

“The book!”

“Haven’t told her. Don’t plan too.” He said as he walked ahead to which the bird flew in close beside him while keeping him a good out of earshot distance to seriously speak with him about it.

“Why not?!”

“Because I’m afraid she’ll be mad if she finds out.” Spike answered.

“Understandable but I’m pretty sure she’ll be even more mad if she were to come across it and find out you lied about it.” Ono sympathized but firmly stated.

“Ooh.” He groaned in response as Kion spoke them.

“Guys.” He called out to them. “Everything okay?”

“Yep.” Spike quickly and positively replied. “Just talking about of how helpful his keen eyesight is.”

“Yeah, it has come quite in handy a number of times.” Kion replied as Twilight spoke her thoughts.

“He sure has.” Twilight said to them as they made their way up the top of the hill. “Although, I was sure I put the astronomer's guide back in the library right where I left it. The book would have helped me identify different planets and stars tonight.”

“Well... maybe someone borrowed it.” Spike lied as he still hesitated to come clean to which Ono frowned upon seeing. “Besides, you don't need that book. You can already name all the planets and stars, 'cause you're super smart and astronomically awesome!”

“Thanks, Spike. You're such a flatterer.” Twilight complimented.

“Hey what can I say. I know you very well.” He replied. “We’re like family.”

“We sure are.” Twilight sweetly replied as Spike quickly set up their nighttime picnic setting as Rainbow Dash helps herself to an apple as she witnessed their bonding moment.

“Wow, Twilight! You're lucky to have such a rad assistant.” Rainbow complimented in between bites I wish I had someone to do whatever I told them.

“Ooh! Ooh! Me! Me! Me! I'll do whatever you want, Rainbow Dash!” Scootaloo eagerly voiced while jumping up and down in the face of her idol who she has admired her talents for quite some time now.

“Oh yeah, pipsqueak? How about taking out the trash?” Rainbow tasked her while handing her the apple core to which she picked up with her mouth.

“Yes ma'am!” Scootaloo replied as Bunga approached the filly.

“Oh, and me too.” He asked while presenting his apple core.

“Sorry, I only answer to Rainbow Dash.” Scootaloo declined as she ran off ahead as Rarity and Fuli joined them.

“Tough break.” Fuli teased the honey badger. “But seriously, great job!” She complimented the little dragon as the unicorn voiced her praises too.

“Do we have Spike to thank again for this amazing spread? Isn't he simply amazing?” Rarity asked as he looked the little dragon up closely.

“Oh, come on.” Spike lovingly played it off as he leaned his cheek in expecting a kiss from her. “I said come on.” He repeated and urged her as Pinkie affectionately patted his head.

“Little Spikey-wikey! Who knew that big ferocious dragon started off so cutesy wootsy?”

“Spike, you are such a little star that I had to make a little bow tie for you.” Rarity then spoke up as she presented him a red bowtie with multicolored gem stones attached onto it while wrapped it around his neck.

“Gosh. You guys are embarrassing me. Stop it.” Spike said as he gushed from the attention he was getting before turning to lavender mare. “Twilight, your turn.”

“Spike, that's enough.” She seriously said to warn him against letting the praise go to his head.

“Oh, right. That's enough.” Spike then backed off as Sweetie Belle and Beshte called out to everyone.

“Hey, everybody!”

“Hey, everypony!”

“The show is starting!”

The two said in delighted unison as she and Apple Bloom both watch from on top of the backs of their big sisters after they had trouble of seeing from ground level while the others including Scootaloo watch from their hilltop just as everyone gazes at the marvelous sight.

“Poa!” Beshte remarked in amazement. “This is so amazing!”

“This is so worth staying up for!” Fuli voiced her delight with no regrets about it.

“You said it!” Kion said in agreement as everyone is inspired by the stunning astronomical event as both Twilight and Spike really enjoyed the show with the dragon watching while sitting on the unicorn’s back although Spike himself is starting to get a little sleepy and finding it hard to stay awake.

Right after the meteor shower, everyone dug into the refreshments all the while speaking their minds of how amazing of what they had just witnessed was.

“Mmm. Wow! These cookies are delish!” Pinkie complimented as she really dug her hooves into them.

“They sure are!” Bunga also complimented as he popped a few more into his mouth.

“Spike made them.” Twilight replied as he turned to wherever he is. “Speaking of, Spike, can you bring us some punch? Spike?” She asked again after she got no reply.

“Over here.” Ono called out while directing their attention to him haven fallen asleep in the empty punch bowl.

“Oh, poor little thing.” Rarity commented in a baby-like tone while finding him asleep cute.

“Aww... He's worked himself to the bone.” Twilight awed and added.

“And now the punch has been... "spiked"!” Pinkie joked as everyone laughed at her pun.

Once everyone has had enough fun for the night, Twilight took Spike back home as Kion and Ono both decided to spend the night at her library.

“Thanks again, Twilight!” Kion thanked as he and Ono both got comfortable inside the cozy treehouse.

“You’re welcome.” Twilight replied. “And thanks for letting me ask for Ono’s assistance for the night. I wouldn’t be asking this if Spike wasn’t so worn out from tonight.”

“No problem, Twilight.” Kion thought nothing of it. “Considering he loves research as much as you he was more than willing to step up to the task.”

“That’s true.” Ono said with a nod. “I do.”

“Just try not to stay up too late.” Kion advised them as he reminded them. “We got another patrol tomorrow.”

“We’ll try too.” Twilight returned while not making promises as the lion made his way upstairs to the unicorn’s room for bed.

“Good night!” He called out to them.

“Good night!” Twilight returned as she tucked Spike into his bed. “Goodnight, Spike. Sweet dreams.”

Once both Kion and Spike were both asleep, Twilight and Ono made their way to her desk where she would write a report of the meteor shower they had just witnessed with a candlelight to give them some light as they worked.

"The Study of Comets. Comets are small, irregularly shaped bodies that are made of nonvolatile grains and frozen gases…” Twilight began as she started writing as Ono observed over her shoulder as they heard something from outside.

“What was that?” She asked as she stepped outside onto the balcony as Ono flew out and scanned around the tree before they both went inside.

“…and have body structures that are fragile and diverse... with a surrounding cloud of material called a coma, that grows in size and brightness as the comet approaches the sun..." Twilight continued as she wrote on her scroll before it wound up flying away due to Twilight forgetting to lock up behind her.

“Shoot!” She exclaimed as Ono flew ahead after it.

“I got this, Twilight!”

He then off ahead as fast as the wind could carry him as he managed to retrieve the scroll and while being caught by an owl who just happened to be around the treehouse who carried him back inside.

“Got it!” He replied as the owl set him down onto her desk. “Thanks.”

The owl hooted in response as it prepared to leave until Twilight called after him.

“Wait! Don't go! Don't be afraid. Thank you for returning my scroll and catching my friend.”

The owl hooted in response as the bird shivered from the cold gusty wind from outside.

“Gosh, it's cold tonight. Say, would you like to relax in here and keep us company while I work?” She offered as the owl hooted in response while taking her up on that offer as she and Ono resume writing up the report.

“You know something?” Twilight then brought up to the egret. “Spike has been really working hard lately.”

“Evidently.” He replied. “Baby dragons aren’t used to sleeping way past their bedtime along with putting in that much work.”

“Not really.” She replied as she pondered something while she was writing.

“Although, come to think of it, I haven’t really done much to show him how much I appreciate it.” Twilight spoke her mind feeling bad for asking so much of Spike. “But with what’s going on here, I haven’t allowed myself time to do it.”

“Hmm.” Ono thought to himself as he turned to the owl standing on the nightstand. “You know, owls are nocturnal. So maybe if you had a little extra help it could cut out some of Spike’s slack for him.” He suggested.

“That’s a good idea.” Twilight immediately liked the idea. “He could help around whenever Spike can’t work and it will help make things easier on him.”

“Exactly.” Ono replied. “Though I wonder if he’ll be okay with that.”

“Of course.” Twilight remained certain he will as the owl hooted although Ono doesn’t quite share the same sentiment at least not without asking him of how he would feel about it.

The next morning, Spike woke up after sleeping soundly into the morning and by the time he woke up Twilight, Kion, and Ono have all returned from their morning patrol with the Guard.

“Huh?” Spike said as he looked at his alarm clock which read 10:00. “Waah! I overslept!” He quickly ran over to Twilight who is placing books in her saddlebag. “I know it's already ten, but I'm scaly-tailed and bright-eyed and ready to work twice as fast! Oh please, don't be upset, Twilight! And what do you want for breakfast? Oatmeal? How about a sunflower smoothie? Grass pancakes?” He quickly and frantically asked of her while begging for forgiveness.

“Spike, don't worry.” Twilight assured her it’s no big deal.

“But my morning chores...” Spike brought up.

“It's okay. Owlowiscious did them for you.”

“Who?”

“He's our new junior assistant. He's gonna help out with your chores so you won't be so tired all the time.” She explained as she walked ahead towards the door to which Spike started to get worried true to Ono’s concerns.

“Wha... Wh... What do we need a junior assistant for? I'm not tired. I do fine on my own. I don't need sleep, I...” He protested.

“Spike, don't worry. He's just here to help out a little.” Twilight again assured him that he’s not here to replace him. “Now, I have to go out, so why don't you introduce yourself to Owlowiscious? He's in the library.”

Even with the explanation, Spike still felt on edge and feeling like he is being replaced all of a sudden as he looked around for the owl in question.

“Worried? Do I look worried? I'm not worried. Who's worried? Hello? Hellooo!” He called out and looked around downstairs until he finally spotted Owlowiscious who turned its head around like he was in a horror movie or something unnaturally. “Whoa! Dude, that's creepy.” He commented before introducing himself. “Uh... Hi there! I'm Spike. I'm sure Twilight has told you all about me.”

Owlowiscious simply hooted.

“Uh, Spike? You know, assistant number one?” Spike added thinking he is messing with him and doesn’t know who he is.

Owlowiscious hooted again.

“I'm Spike! And who are you? What are you?” Spike then returned now agitated

“Hoo!”

“Who?”

“Hoo!”

“I thought your name was Owlowiscious!”

“Hoo?”

At this point, Spike felt the need to get up into his face to make a point.

“Okay, "Who", "Owlowiscious", whatever. I'm Spike, okay? Look! All you need to know is that I'm number one and you're number two. Got it?”

“Hoo?”

“So, a man of mystery, huh?” Spike crossly said to him now feeling he is out for his job as he turned to leave. “I'm keeping my eye on you! I've got eyes in the back of my head too, you know.” He then crashed face first into the door while he was busy talking to the owl. “Well, not really, but...” He stood briefly corrected before making his point. “…you know what I mean!” He then made his way out the door.

“That bird is out for my job. He wants to be number one.” He jumped to conclusions already jealous of the extra assistance. “I'll prove to Twilight that I deserve to be number one. Not Freaky Feathers over there. I won't let him have my job if it's the last thing I do!” He vowed as he stormed off to which Ono who was flying by took notice of as his worries were pretty much confirmed with what he saw.

Later in the day, the rest of the Guard all joined outside of the library to meet the new owl Twilight had taken under her wing while Spike watches from the tree above while reading a book about owls.

“Oh, what a fantastical, flufflicious feathery little friend!” Pinkie complimented. “I'm... hooked!” She then joked as everyone shared a good laugh over the joke.

“Good one, Pinkie!” Bunga really cracked up hearing it.

“He's just wonderful.” Fluttershy sweetly added another compliment.

“He's just wonderful.” Spike mockingly commented to which was heard by the others. “Uh, yes. Wonderful. He's quite... the charmer.” He corrected his tone to hide his jealousy which did not go unnoticed by Ono or Kion.

“And Owlowiscious is just such a star I just had to make this little bow for you.” Rarity then presented the owl a bow just like the one she made Spike the other night to which Spike did not take kindly to seeing the special gift by handed to him just like that as he growled in anger with his face turning red as he went inside while slamming the window shut after him.

“What's he all saddle sore about?” Applejack wondered.

“He's probably just jealous of Owlowiscious.” Rainbow correctly guessed.

“Maybe Spike feels threatened or worried that Owlowiscious will replace him?” Fluttershy added.

“Replace him? Hah! That's crazy!” Twilight dismissed it. “Spike knows he can't be replaced.”

“I wouldn’t be so sure about that.” Ono said unsure about that. “He seemed more under the impression otherwise.”

“He just needs some time to adjust.” Twilight remained certain it will work out although Spike inside is voicing otherwise.

“They're trying to replace me! I better step it up and make sure that Twilight and Owlowiscious know that I'm still number one!” He said to himself before Twilight and Owlowiscious came inside.

“Hey, Spike! Can you fetch me that book called "Two-headed Mythological Mysteries!" Twilight asked of him.

“On it!” Spike replied as he quickly fetched himself a ladder and climbed up the shelf to retrieve it but to his surprise it wasn’t it’s in spot but in Twilight’s possession already because Owlowisious already retrieved it while he was fetching the ladder.

“Thanks, Owlowiscious.” She thanked before turning to Spike. “Hey, Spike, no worries. Owlowiscious flew up and got the book for me. ” Spike got increasingly infuriated with the owl already. “Oh, and gee! I guess I need "Ferrets of Fairyland" too.” She added as Owlowiscious pulled said book from under Spike’s feet to which he lost his balance.

“Spike!” Twilight called out with worry as she raced over and caught him with her magic before he could hit the ground while the books fell to the ground. “Are you okay?” She asked as he landed on her back.

“Yeah, never better.” Spike just grumbled as he and Owlowiscious are off to a bad start already.

Later when Twilight was writing down on paper when a snap happened.

“Shoot!”

“Yes, sir!” Spike immediately jumped at the call after hearing her.

“My last writing quill. It's broken.” Twilight explained.

“Never fear! Spike, your number one assistant, is here!” Spike eagerly replied already starting to search for another quill. “Quill... Quill... Where is it? Not here... Quill... Quill, where is it...?”

He looked all around the treehouse but came up empty-handed.

“Where am I gonna get a quill?” He wondered as he prepared to head out to town until he accidentally crashed into Kion accidentally.

“Spike, wait!” Twilight called out to him from the balcony. “Kion!” She exclaimed upon seeing the collision.

Twilight quickly ran down to the front door as the two got up as they recovered from the impact.

“Sorry Kion!” Spike quickly apologized as he rubbed his head.

“It’s all right.” Kion didn’t mind too much as he rubbed his head. “Just try to watch where you’re going next time.” He advised.

“Kion, Spike! Are you two okay?” Twilight asked in worry.

“We’re fine.” Kion replied. “Just bumped into each other is all.”

“Good.” Twilight said in relief before turning to Spike. “Anyways, Spike, while I appreciate your efforts don’t worry about it. You’ve already turned the place upside down through your efforts. Owlowiscious was kind enough to give me one of his feathers to use as a quill.” She presented the brown feather to which got the little dragon riled up.

“That's just great. Perfect! Sweet!” Spike seethed in sarcastic anger. “I think I'll just, uh... finish up the rest of my chores! Or did Owlowiscious already do them?”

“He didn’t.” Twilight replied while surprised to see him worked up.

“Okay then.” Spike grumbled as he set out to clean up the mess he made. “Might as well start with the mess I made.”

“Did I come by at a bad time?” Kion asked.

“Not at all.” Twilight assured it’s all good. “What’s up?”

“I just wanted to come by to check up on him.” Kion replied.

“About what?” Twilight wondered why.

“To make sure he was okay with your new owl friend helping him out.” Kion answered. “And it seems like they are or more specifically Spike isn’t taking it well.”

“He’s still trying to adjust but he’ll get used to it.” Twilight replied. “He's genuinely a good little guy.”

“Right.” Kion just answered not convinced. “You’ve said that before.”

“Yes I have.” Twilight said wondering what he is getting at.

“Are you sure you have told him that he’s only trying to help him out instead of trying to take over his position?”

“Yes I have.” Twilight again repeated.

“Really, because it doesn’t seem Spike gets it.” Kion voiced his concerns. “And Ono was just telling me he saw Spike viewing Owlowiscious as a threat to his position while he was meeting with him while you were at the library.”

“Did he?” Twilight asked in surprise hearing that.

“Yeah.”

“That wasn’t what I intended.” Twilight said beginning to feel he owes it him to tell him that. “I’ll tell him next time around just to be sure.”

Just as they walked inside with Ono arriving too, Owlowiscious pulled out a book for the unicorn to which she examined as her smile turned into a frown as she took the book with her magic and went over to where Spike had fallen asleep after cleaning up the mess he had made and slammed it right in front of him to wake him up and confront him about it.

“Uh-oh.” Ono whispered to himself seeing that the dragon has finally been caught red-clawed. “Looks like he forgot to tell her.”

“Huh?” Spike said as he awoke before realizing how much trouble he is in upon seeing the burnt pages.

“Spike. What is this?” She sternly began as Spike already started feeling uneasy. “You said this book was missing. Well, Owlowiscious found it right where it belongs, but like this. How did it get this way?”

“Uh... Well, um... You see, I...” Spike nervously began as he stuttered to explain himself. “I just didn't wanna disappoint you and, uh... Have you ever seen a dragon sneeze?”

“I've seen a dragon lie. I'm very disappointed in you, Spike.” Twilight scolded.

“I’m sorry really!” Spike pleaded as he admitted while looking aside. “It was just…I was afraid of how you react had I told you…so I guess I just didn’t have the heart to tell you right away.”

“Spike, I’m not upset that you burned the book.” Twilight said still serious.

“You’re not?”

“I’m upset that instead of telling me right away you choose to lie to me about it!” Twilight further scolded. “Even after I told you about the importance of trust and honesty!”

Twilight then walked off leaving Spike upset with himself as Kion and Ono can only give him sympathetic looks after witnessing that scene.

“She... She doesn't love me anymore.” Spike teared up as he walked off and grabbed a bundle bag and just leaves.

“Spike, wait!” Kion tried to call out. “It’s not what you think!”

“Don’t try and stop me.” Spike sadly responded as he walked out the door. “I know when I’m not wanted.”

“Hevi Kabisa.” Kion said in sorrow and worry.

Sure, Twilight was mad at him for lying and betraying her trust in him but that didn’t means she didn’t love him anymore, but Spike didn’t see it that way.

“Ono, fly after him and make sure he doesn’t get hurt while I get Twilight.” Kion said to the egret.

“You got it Kion!” He replied with a salute as he flew off ahead while Kion heads off towards the room where Twilight wandered to.

“Twilight!”

“What is it?” She asked as she senses how troubled the young lion is after seeing his urgent expression.

“Spike ran away!”

“What?!” Twilight exclaimed in shock. “Ooh.” She said as she heart sank hearing that. “This isn’t what I wanted him to think.”

“Don’t worry.” Kion assured her. “Ono’s keeping an eye on him and trying to get him to come back.”

“Okay.” Twilight then said in relief although her regret didn’t lighten up. “What have I done?”

“It’s not your fault.” Kion insisted otherwise. “He just needed some time to think that you were just upset with him for not telling him the truth and that you truly do care about.”

“But he ran away because of me.” Twilight’s mood failed to change. “I didn’t take the time to make sure Spike would be okay with having Owlowiscious helping him out and because of that I’ve lost the only family he knows.”

“Only family?” Kion asked wondering what she meant by that. “What do you mean?”

“Remember when I told you of how I got my cutie mark?” She brought up.

“Yeah.” He responded still confused.

“Well the egg I hatched that day was the day I met Spike.” She explained.

“Really?” Kion said in astonishment. “So you have raised him ever since, huh?”

“Yes.” Twilight answered while downcast. “In short I love and care for him as a son.”

“Wow!” Was all Kion could say. “That’s really saying something there.”

“And it hasn’t been much.” Twilight said.

“It will be okay.” Kion voiced things will work out. “When Ono gets back you can make it to him.” He then noticed that they have been gone for a while longer than he anticipated. “Strange, should have been back by now.”

Fear and panic striking into Twilight’s heart got her running towards the door.

“He’s in trouble!” Twilight said in alarm.

“But what if he’s not?” Kion asked.

“Whatever it is I’m not waiting to find!” Twilight wasn’t willing to take that chance. “Let’s go!” She then said to Kion as he and Owlowiscious all make their way out the door.

Meanwhile in the Everfree Forest, Ono has caught up to Spike as he sadly walks.

“Spike! Please don’t!” He pleaded with him to not to run away.

“No point in trying to stop me.” Spike refused as he pressed forward. “Twilight hates me. I'm cold, hungry, tired and lonely. Could it get any worse?”

As soon as he said that, thunder and lightning strikes with a downpour streaming down.

“I guess that's a yes.” Spike said as he spotted a nearby cave he can go to for shelter. “Hello? Hello?”

“Uh, Spike, I’ve got a bad feeling something or somebody already lives there.” Ono voiced that what he is doing is a bad idea as he suddenly is drawn to a bright shiny light up ahead. “Spike!”

Ono followed after him and saw that Spike has come across a cave full of gems and has already helped himself to what his stomach can handle.

“If this is what running away is all about, I never wanna go home! Gems! Mmm... Woohoo!” Spike said as he started munching on gems.

“Spike, this is a dragon’s cave! We need to get out of here now!” Ono again told him it isn’t safe here but he still paid no attention to him as he engorged himself on gems on his stomach was full.

“Even if my tummy's full, the rest of me is still empty.” Spike then said still feeling he should go back. “I miss Twilight and the pony gang.”

“Then go back to her!” Ono urged him to do so out of fear for his life in danger.

“But she doesn't love me anymore.” He refused. “So, I'm better off here, all by myself.” He then suddenly felt steam from behind. “Wow. Seems to be getting warmer. The steam is great for my complexion, but it's sure getting hot in here.”

“Hapana!” Ono said now startled as he and Spike see a huge green dragon right behind them and he is not happy to see them.

“What are you doing in my cave? And why are you eating my gems?” The giant dragon demanded as he spit out the gem he was sucking on.

“Uh, heyah bro! I didn't know this was your cave.” He innocently and honestly replied in a panic as he growled and leaned his head towards the two. “And I didn't know these were your gems, but... we're cool, right?”

“Now, now, no need to get all angry with us.” Ono said in his and Spike’s defense. “We just happened to stumble upon here and quite by accident. Let me assure you, a simple navigational error. So let’s all be friends and just kindly show us the way out.”

“Yeah, we're like brothers, you know? I mean, you're a dragon, I'm a dragon... It's us against the world, right?” Spike added as the dragon still didn’t back off. “You don't scare me! So you're big.” He then said in attempt to remain unfazed by his intimidating stance.

“Spike!” Ono insisted he stop talking to keep him from further taunting him.

“Really big. And your claws are super sharp. Tail... extra spiky. But, uh... You don't scare me! Ha! How'd you like that?” He ignored him despite Ono waving his wings around to discourage him.

“Ixnay on the upid-stay.” He pleaded as the dragon got in his face.

“Who you calling upid-stay?!” He demanded in a menacing tone.

Ono gasped and pointed behind him. “Another dragon! Run for it!”

As soon as the dragon’s back was turned he quickly flew over to Spike and grabbed by the shoulders and quickly flew off towards the cave exit.

But the dragon turned around much quicker than he thought and then roared fire at them to knock them down into the ground.

The green dragon went after Spike as he dodged his attacks as he leaped behind a boulder and ducked underneath but it wasn’t enough to stop him from backing him up in a corner.

Just before he could finish him off Ono quickly flew up and charged his beak into the dragon’s neck while Owlowiscious flew in pecked the dragon in the eye which forced him back. Owlowiscious even managed to trick the dragon into whacking himself with his own tail just as Kion quickly runs inside and retrieves Spike during the distraction.

“Hang on!” Kion told him as Twilight called out to him.

“Kion! Spike! Over here!” She called out for them as Kion flung the baby dragon onto the unicorn’s back as Ono and Owlowiscous both flew over to catch up with them just as the dragon roared fire from inside.

“Am I glad to see you!” Spike said in relief as Twilight and Kion run as fast as they can away from the cave as the dragon gives them chase into the dark parts of the forest.

“It's too dark! I can't see!” Twilight exclaimed as she found it hard to navigate at least until Owlowiscious flew in front and guided them of how to run around the upcoming path while avoiding hanging tree logs and branches that could hit them and trip them up if they didn’t watch where they were going which provided a huge help in allowing them to slip into the darkness while the dragon gets held up by the branches blocking the path.

Furious that they all got away he breathed fire into the air in rage before storming back to his cave.

Once the four were all safely outside of the Everfree Forest, Spike’s rescuers would all stop to catch their breath as Ono dropped on the ground with a great gasp feeling really worn out from going that fast while high-fiving Owlowiscious for their successful fending off the dragon off.

“Spike. We were so worried about you. I was so worried about you. Why did you run away?” Twilight asked the most important question once he was safe.

“I thought you didn't need me anymore. And that you didn't love me anymore.” Spike replied which left Twilight owing it to him to tell him.

“Spike. Sure, I was disappointed, but you are my number one assistant! In fact, you ‘re even like a son to me, and you always will be.” Twilight began speaking from her heart as she confessed. “And I’m sorry I got too worked up in my studies to properly show it to you. It is only until now do I see that. No one could ever replace you, Spike. Not even when you are being a jealous numbskull.”

“Really?” Spike felt touched hearing that.

“Of course.” She confirmed as she explained why she brought in Owlowiscious. “I only asked Owlowiscous to help whenever I need help at night. It’s just I can't ask you to stay up late. You're a baby dragon and you need your rest. Owls are nocturnal. So I asked Owlowiscious to help because I thought it would help ease your workload.”

“Oh.” Spike now understood as he apologized. “I'm sorry, Twilight. I never should have been so jealous.”

“And I'm sorry too, Spike. I should have been more sensitive.” Twilight returned. “I should have double-checked to make sure you were okay with it. Can you forgive me?”

“Of course I do.” Spike responded as the two shed happy tears as they share a heartwarming hug together to which both Kion and Ono smile proudly at the sight as the latter tries to wipe the small tears that were forming around his eyes.

“And Owlowiscious...” Spike then said in the owl’s direction. “I know now that you weren't out to take my job. Can you forgive me?”

The owl hooted in response.

“Me. Forgive me, Spike.” Spike clarified.

The owl hooted again.

“He forgives you, Spike.” Twilight clarified as they embraced each other for another hug.

“Sounds like you two learned a very valuable lesson today?” Kion said pleased to see they both made up.

“We sure did.” Spike replied.

“I know Princess Celestia will wanna read about what happened today...” Twilight added in agreement as they all make their way back to the library to write down the letter together starting with Spike’s recently learned lesson.

“Dear Princess Celestia,

This is Spike, writing to you about my adventures. This week I've learned that being jealous and telling lies gets you nowhere in friendship. I also learned that there's plenty of love for every friend to share. So from here on out, I promise, that I, Spike, will... “

Spike then fell asleep on the desk as Kion, Twilight, and Ono smile in amusement at this cute scene.

“Oh, Spike.” She said as she shook her head.

Owlowiscious hooted in response.

“Who? Spike!” Kion asked as Owlowiscious hooted again.

“You know...” Kion again said before realizing the joke. “Ohhhh...” He chuckled. “Now you got me doing it.”

As Owlowiscious turned around while Kion was chuckling he winked at Twilight and Ono both giggled in amusement of how much of a feather-full he can be.

Episode 35: Bunga, Spike, and the King, and Princesses

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Episode 35:

Bunga, Spike, and the King and Princesses

At Pride Rock, Simba and Nala have gathered with the princesses along with Twilight and Spike so they can head on over to meet with the elephants who are hosting a concert for the royal family. And it is something that nobody wants to be late for since aside from it happening once a year, it is also the first royal event that will Princess Luna will be attending in the Pride Lands.

The elephants having heard about Luna’s past and that she expressed interest in attending decided to have it held in her honor to commemorate the occasion.

“Kion? Kiara? Let's go! We're gonna be late for the elephants' concert.” The lion queen called out to the cubs.

“You know it's considered an insult if the royal family is not there for the first song.” The lion king reminded them as they ran up to them.

“The first song's the best part!” Kion eagerly said as he and his sister ran ahead.

“Race you there.” She challenged as she got in front of her brother.

“Oh, yeah.”

“Wait for me!” Twilight called after them as she raced to catch up with them to which Celestia chuckled at the sight of seeing a younger self in the unicorn.

“Shall we?” Simba with a grin towards his wife.

“Yes.” Nala replied as they walked together. “But we don't need to race.”

“We still got time.” Celestia added as she walked alongside her little sister Luna. “Besides it won’t be lady like of us to rush over there.”

“Let’s just not keep them waiting to long.” Luna suggested as she didn’t protest the walk over.

As they all proceeded to make their way over, Ono flew over to intercept the leaders of the Guard with urgent news.

“Kion! Twilight! We've got antelopes stuck in a mud pool near Chekundu Cliffs.”

“Anyone hurt?”

“No, but they're really stuck. That big rainstorm last night must've caused a mud slide.” He reported just as the royals walk up to them.

“Dad?”

“Princesses?”

The two said to them with as they regretfully voice of what they need to do.

“We’re gonna have to miss the elephants' rainy season concert.” Kion said to them.

“It's okay, Kion. I'm sure the elephants will understand.”

“Keeping the animals of the Pride Lands along with every creature in Equestria safe is your duty.

Simba and Celestia said to them.

“Okay.” Twilight replied as he turned to Spike. “Wanna come along for the ride?” She offered.

“Let’s do this.” Spike answered wanting to join in on the fun as he rode on her back.

“Then let's go.” Kion said to them as they all head on over to the emergency. “Say hi to Ma Tembo and the elephants for me!” He then called out after them.

“We will.” Nala called towards his son.

“Stay alert, son!” Simba also called out him as he turned to the others. “Come on. We still have a concert to go to.”

“Do you think the elephants will do that song with all the really loud trumpeting?” Kiara asked her parents.

“They always do the song with the loud trumpeting. It's tradition.” Nala said with a knowing look towards her husband.

“Sometimes I think my greatest duty as King is upholding the Pride Lands' traditions.” Simba returned with a matching smile as Princess Celestia chuckled seeing this.

“Mine too.” She said being able to relate to him there.

“And one day, it will be your duty, Princess.” Simba then said to his daughter.

“Attending concerts is one duty I know I can handle.” Kiara immediately voiced it’s doable as she went ahead.

But as they were about to press forward they heard and felt the ground rumbling and shaking.

“Simba? What is it?” Nala asked her husband as he placed a paw on the ground to really feel what’s happening.

“Do you feel that?” He asked as the couple both see what is really happening along with the royal sisters who quickly fly up.

“Kiara! Move uphill! Now!” Nala quickly alerted her daughter who stopped in her tracks.

“What? Why?” She asked not understanding what’s going on until Simba quickly ran over and pushed her into her mother’s care.

“Sinkhole!”

Said sinkhole formed as the ground around them started to fall apart.

“Get back!” He barked at them as they all made their way uphill.

Unfortunately the growing crater forming tripped up the lion king as he found himself desperately clinging onto the rock for a few seconds before slipping and falling inside after being unable to maintain his grip.

“AAAHHH!” He shouted as he fell in.

“Daddy!”

“Simba!”

His daughter and wife cried in horror as he fell in.

Princess Celestia took action and flew inside to catch Simba in flight before he could suffer a hard hit but at the expense of tripping up and falling in along with the king.

“Sister!” Luna cried out seeing this as the falling rocks and dust covers them up leaving them unsure if they really both made it out unscathed.

Meanwhile at the mud-hole where the rest of the Guard is working to free the antelope from the thick mud they got stuck in.

“Come on!” Applejack urged as she and Rainbow worked to budge one of the antelopes by pushing on his rear end and horns respectively to do so while Kion and Fuli work their teeth on pulling the other antelope by the horns while Beshte and Spike give him a push.

“There you go!” Spike said as nudged him through the thickness of the mud he got stuck in.

“Twende Kiboko!” Beshte said as he managed to give the push needed to get him out of the mud while Pinkie and Bunga ride on the antelope to help them out.

“Giddy-up, anti-lanti-lope!”

“Get on out of there!”

The two riders told them as they worked their legs into freeing themselves successfully.

Just then they heard the rumbling from the sinkhole from a distance.

“Whoa! What was that?” Bunga asked.

“Looking.” Ono said as she and Rainbow examine the dust cloud forming at the site. “Hapana! A sinkhole!” He gasped upon seeing what has happened with Luna, Nala, and Kiara looking down. “Someone's fallen in... And I think it's the King and Princess!”

“Celestia?!”

“Simba?”

“Dad?”

Twilight reacted with more panic hearing that while the others while reacted with standard shock.

“Are they all right?” Kion asked.

“Sorry, Kion. I... I couldn't tell.” Ono regretfully yet honestly provided the best he could as Twilight wasted no time running back over to check up on her mentor

“Twilight….!” Kion tried to call after her as it fell on deaf ears.

“Kion, go. We got this.” Fuli urged him to do the same.

“Thanks, Fuli. Ono, lead the way!” Kion returned as Ono did as he was told as Rainbow accompanies them.

“Affirmative!”

“We’re coming princess!” Rainbow called out as she flies to catch up with Twilight while the others focus on one more antelope stuck in the mud.

“Come on, move it! The sooner we get you outta here, the sooner we can help Kion and Twilight!” Bunga urged him to move.

“Easy, Little B. We got just the trick.” Beshte replied as he and Applejack work together as the hippo uses his snout while the farm pony uses her hooves to pull him out of the mud.

“There we go!” Applejack said very satisfied.

“Great work, AJ.” Beshte complimented as they share a fist-hoof bump together.

“Now let's go help Kion and Twilight save Simba and Celestia!” Bunga declared as he led the way. “Till the Pride Lands and Equestria’s end...”

“Lion and Pony Guard defend!” The others declared as they all rush over to the sinkhole where the others already there are worried over their loved ones.

“Simba? Simba!” Nala called out from above.

“Tia!” Luna also called out as she flew down just as her sister spread out her wings with Simba underneath her as they emerge from the rubble unharmed.

“Simba!”

“Daddy!”

“Sister! Are you both all right?!” Luna asked as she floated down to check on her.

“I'm... I'm okay, Nala!” Simba called out from down below. “I'm okay.”

“So am I, sister.” Celestia returned as she is tightly hugged her by the night monarch.

“Can you climb out?” Nala asked as Simba looked around to his surroundings.

“I don't think so. There's nothing to grab onto. And I'm too far down to jump out.” Simba returned as they heard Ono’s voice.

“Kion! Twilight! Over here!” He shouted as the two arrive on the scene with Luna flying up to see who’s coming.

“Princess Luna!

“Mom!”

“Is Celestia okay?”

“Is Dad okay?”

The two asked together in unison.

“They’re fine thanks to Celestia blocking your father’s fall. But he's stuck.” Luna answered to them as the rest of the Guard shows .

“Don't worry, Your Majesty! Lion Guard to the rescue!” Bunga declared as he rushed to take action.

“Bunga! Wait!” Kion called out to him to stop just as Spike moved to stop him from falling in.

“Zuka Zama!” He shouted as he went ahead and ended leaping into Spike as the two wind up falling in together. “Whoa!”

“Spike!”

“Little B!”

Twilight and Beshte called with the former more horrified as the others react with shock as they fall in.

The two then fall onto Simba and Celestia as the baby dragon safely landed on the alicorn’s back while the honey badger got a rough landing on the lion’s head with his mane getting a little ruffled from the impact.

“Bunga?”

“Spike?”

The two addressed.

“Hello, your majesty.” Spike returned with a small chuckle.

“Hey! That was fun!” Bunga blissfully said while immediately ignoring what he just put himself and Spike through along with his manners.

“Hello to you too, Bunga.” Simba returned with a somewhat forced tone at his lack of manners.

“Whoa! What happened to your mane?” Bunga asked while ignoring why it happened.

“Bunga.” Simba began as he shook his hair back into its well-kept state. “What were you thinking, jumping down here?”

“What was I thinking? I was thinking of rescuing you.” Bunga replied.

“Exactly how?” Spike deadpan asked with crossed arms.

“Uh... Give ya a boost?” He weakly responded.

“Good plan.” Spike sarcastically quipped while face-palming himself at his idiocy.

“Thanks.” Bunga comically returned while missing the blatant sarcasm.

“Bunga? Dad? You two all right?” Kion asked from above.

“Bunga is fine. My head cushioned his fall.” Simba returned while directing a look at the honey badger. “The same way Celestia cushioned my fall.”

“And don’t worry, Twilight, me and Spike are both fine as well.” Celestia also called out to the unicorn who is dead-worried about them. “I just took a rough landing from protecting the king.” She added as she stretched her wings and leg’s that got some scratches and bruises from the fall.

“What happened? How'd you get down there?” Twilight rapidly asked as she galloped in place to which Nala took notice and placed a paw on her mane to get her to calm down.

“It’s okay.” She said to her as she stroked her mane.

“There was a sinkhole and I fell in.” Simba explained to everyone the obvious.

“Sinkholes are fairly common after a big storm, Your Highness.” Ono said back to him.

“You don't say.” Simba sarcastically quipped.

“How did any of us not know that?” Luna added in a similar manner as she and Twilight glance at the egret wondering if that was really necessary.

“Don't worry, Dad, Princess. We'll find a way to get you all outta there. How hard can it be?” Kion assured them.

“I got down here easy enough. Sheesh.” Bunga said to which Spike groaned in annoyance as he face-palmed himself.

“He meant on how to get us up from here.” Spike irritably corrected him.

“I think we have an idea of how.” Celestia gently suggested as spread her wings. “Luna.”

Her sister getting the idea flew down over to her as they both positioned themselves to lift Simba on out of the hole.

But just as they lift up a few feet from the ground a small crick was heard from Celestia’s wings as they had to fly back down.

“Ow, ow.” Celestia said in pain as she clutched her wing.

“Sister, your wing!” Luna said in worry as she moved her wings around as the pain swelled and prevent her from flying.

“Never mind.” Celestia said as she folded her wings.

“So much for that plan.” Luna grumbled.

“Maybe not.” Twilight called from above as she looked at Rainbow Dash. “Rainbow, you think you can help Luna?”

“Can do!” Rainbow confidently replied as she swooped over and rushed to the princesses.

“Okay, let’s try this again.” Luna said as she and Rainbow both flapped their wings into working to get Celestia out of the sinkhole.

It took a lot of willpower on Rainbow’s part since Celestia is the largest pony around as she grunted in pain but the two were able to work together in lifting Celestia out of the sinkhole.

“Thank you.” She gratefully said to both her fliers.

“Happy to help.” Rainbow thought nothing of it as she slightly bragged. “I know I’m awesome!” She emphasized while flexing her muscles. “Now to just get the king out of the hole.” She then said as she made her way down as Bunga immediately as a not so bright idea as he runs straight ahead towards the unstable walls.

“Bunga what are doing?!”

“Bunga, no!”

The two exclaimed in shock that he is going to try that reckless stunt as he tries to climb his way up.

Needless to say that didn’t work well as his attempt to climb up ended up widening the sinkhole.

“Oh no!” Both Simba and Rainbow exclaimed quietly as the blue peagsus quickly pulls and flies Simba out of harm’s way.

“Hapana!” Ono exclaimed from above.

“Everyone get back!” Celestia said to everyone as they all back away from the growing sinkhole.

Kiara however wasn't so lucky as she found herself on the verge of falling inside again.

“Kiara!” Simba exclaimed in horror at the sight.

Luckily for her Fuli quickly ran over and quickly did a 180 turn to rush over to where the others are much to her parent’s relief.

“Huwezi!”

“Kiara, are you alright?” Her mother asked her as she nuzzled her.

“Yeah, thanks to you, Fuli.” She said in relief as she turned to thank the cheetah.

“Happy to do it.” She replied as Kion spoke to everyone.

“Okay. Everyone needs to stay back.” He urged everyone to keep away from the edge to avoid any more fall-ins.

“Kion's right. These sinkholes can get wider. And we don't want anyone else to fall in.” Nala added of how serious and threatening they can be.

“Yeah. It's bad enough Dad, Spike, Bunga are down there.” Kion added.

“Not to mention the princess just barely getting out of there.” Twilight mentioned as they all turned their attention back to the four still down.

“Dad!”

“Simba!”

“Daddy!”

“Little B!”

“Bunga!”

“Spike!”

“Spikey-Wikey!”

“Rainbow!”

The others called out as the others emerge unscathed as Bunga emerged from the pile of rubble.

“Wow! It was really dark under there!” Bunga commented as she shook the rubble.

“Tends to happen when you nearly get buried in a pile of rubble.” Spike added as he coughed while dusting himself off.

“And that’s what happens when you don’t think before you act.” Simba chastised him for that as well.

“Eh. I'm okay.” Bunga shrugged off much to the other’s irritation as Rainbow flies up back to the others from above.

“How are they?” Twilight asked.

“They are all fine. Just Bunga tried climb out while causing the sink hole to widen.” Rainbow reported.

“'Cause I'm such a good climber!” Bunga bragged as Rainbow groaned that his poor attempt and recklessness nearly got the others killed.

“Sure, when you're climbing trees!” Fuli corrected while wondering if he actually was under the impression that would actually work as well.

“And suddenly, I don’t feel comfortable going back down there.” Rainbow voiced her refusal to risk her life again.

“Don’t blame you partner.” Applejack sympathized with her decision.

“Not to worry, Rainbow Dash.” Kion responded fairly well. “Because I got a new plan. Lion Guard, Girls, I need you all to gather a tree.”

“You got it Kion.” Pinkie cheerfully replied as she hopped alongside the strongest members of the Guard as they led the way to find one. “The sooner we find a tree the sooner they can get out of there.”

“Well, at least they have each other.” Beshte said trying to make light of their predicament as Bunga proposes another idea doomed from the start.

“Hmm. I got it! We dig our way out.”

“Bunga, you can dig your way into a hole. But not out.”

“I know! We fill the hole with water and then float up to the top! Got any water?”

“That's a terrible idea, Bunga. You have to think before you act!”

The two went back and forth with their argument as Spike just sits down while annoyed out of his mind of being caught in the middle.

“Doesn't sound like Bunga and Dad are getting along, does it?” Kion voiced of what the others are thinking.

“No, it doesn't. But I'm not exactly surprised.” His mother replied with an amused chuckle.

“What do you mean?” He asked.

“Well, Bunga is a good friend, and very brave. But he can be trying.” She started while trying to use the right words to describe it.

“Trying?”

“Yeah, as in Dad's trying not to let Bunga drive him crazy.” Kiara finished.

“I know Bunga can be kind of stubborn, but he's my best friend.” Kion acknowledged yet defended. “And Dad...”

“Can also be a bit stubborn.” Nala finished as she went over to check up on them. “Just hang in there. Simba, help is on the way.”

“I don't have a choice. But that doesn't mean that you have to stay here.” Simba returned from below.

“What do you mean?” She wondered.

“You and Kiara should go on to the elephants' concert. We're already late.” Simba answered.

“But they're expecting all of us. What about tradition?” Kiara mentioned and reminded.

“The elephants will be honored to have at least some of the royal family in attendance. But if none of us show up, they'll be worried.” Simba reasoned with them.

“Simba, I'm more worried about you.” His mate voiced that being there for him is more important.

“I'm fine, Nala. I'm just stuck in a hole. Kion, the Lion Guard, and the Pony Guard will get me out. But royal duties must not be ignored.” Simba further insisted that they go.

“It’ll be okay, because I'll stick around and watch over and help them out.” Luna voiced as she volunteered to stick around for them.

“But sister…” Celestia also reminded. “…The concert is being held in your honor. Royal traditions mean you have to be there too.”

“As Simba said they will be honored and have some of the royal family there and are more accustomed to your presence since you have been here more times than me so far.” Luna returned. “Also you are hurt.” She pointed out to her injured wing. “So I’m sure they’ll understand if you explain to them someone was in desperate need of help.”

Celestia sighed in defeat as she, Nala, and Kiara reluctantly press forward to do so.

“Okay, we'll go. And hopefully, you’ll be out of there soon.” Nala said as they left.

“Yes. The sooner, the better.” Simba said while hoping for the same.

As soon as they left the Guard all arrived with long and tall tree to push it into the sinkhole so they can climb their way out of it.

“Looking good. Just keep going straight.” Ono instructed everyone as they all pushed to the edge of the hole. “That's it! We're there!”

“Dad, Bunga. We're gonna tip this tree down into the hole. Then you can just climb up.” The lion prince called down from above.

“Great idea, Kion!” His father immediately supported.

“Hey wait.” Bunga felt offended never mind the fact of what his attempt involved. “When Kion suggests climbing, it's a great idea? But when I suggest...”

“Bunga, just take cover.” Spike shut him up as they all do so. “All right. We're ready.” He shouted while raising a thumbs up signal.

“Twende Kiboko!” Beshte declared as he pushed the tree into the hole.

It worked but the tree just fell in the hole.

Thankfully, the tree didn’t crash into anyone as everyone was out of harm’s way.

“I didn't hurt anybody, did I?” Beshte hoped as he looked down.

“Nope, you’re good.” Spike returned.

“That didn't work as well as I thought it would.” Kion voiced his apologies.

“Good try anyway, Kion.” Simba made it clear he doesn’t hold the unsuccessful attempt against him.

“Good try? You kidding?” Bunga commented rather more excited as he munched on the bugs from the fallen tree branch. “It's perfect! Just look at all these bugs! Mmm. Hey, look at that!” He then pointed to something nearby. “A hole!”

“Hmm. It must've opened when the tree hit.” Simba deduced as the honey badger gasped upon further examining it.

“And there's a tunnel! Simba! Spike! This is it! Our way out!”

Before Bunga could run in Simba quickly intercepted him,

“Bunga, wait. We have no idea where this tunnel leads. Unless...” He then thought. “It might be part of Nandembo Caverns. The Caverns do turn in this direction.“

“The entrance isn't too far from here.” Kion added as the place rings bells to him. “Dad, if you, Spike and Bunga go through the tunnel, I'll take the Guard into the Caverns. With any luck, we'll meet you in the middle!”

“Okay! Let's go!” Bunga went inside without hesitation as Spike and Simba both reluctantly follow as Luna decides to fly towards the hole to join them.

“Princess, what are you doing?!” Twilight asked trying to understand her flying after them.

“It’s okay, Twilight Sparkle.” She assured while in flight. “I’m going to make they both manage to find the way because they sure look like they could use some guidance.”

“Me too!” Spike voted with the night princess.

“Spike!” Twilight protested.

“Don’t worry, Twilight. I’ll be fine.” Spike returned to his mother-like figure. “I have company with me the entire time.”

“Okay.” Twilight relented after a sigh. “Just promise you’ll be careful.” She asked of someone she sees as a son to her.

“Cross my heart and hope to fly, stick a cupcake in my eye.” Spike said while doing the Pinkie Promise just to make to put keep her from having a freak out.

“You too, dad?” Kion asked of his father.

“I will. Bunga, on the other hand... Not so sure.” Simba returned as Bunga called out to him from inside.

“Hey, Simba! You comin' or not?”

“Oh, boy.” Simba said to himself with a begrudging sigh as he walks in the cave with Spike as Princess Luna flies in after them.

“Lion Guard, Girls, let's head to Nandembo Caverns.” Kion instructed the team as Ono flies over to him just before Twilight could take off running.

“Uh, Kion? You know those caves can be pretty tricky.” Ono voiced his concerns. “I'm not really used to navigating from below.”

“Ono's right, Kion.” Fuli admitted he has a point. “Nandembo Caverns are a twisty maze. We could get totally lost down there.”

“Yeah. Hippos aren't exactly experts when it comes to tunnels.” Beshte added.

“Hmm.” Kion then pondered. “But we do know someone who is an expert at tunnels!”

“Not a problem.” Rarity voiced confidently as she got her underground gear all ready to go. “Twisty and trickery are no match for this gem-finding unicorn.”

“Of course! I'll go get him.“ Ono understood what Kion was talking about as he flew off to which Rarity was slightly offended and taken aback by that.

“Meet us at the Caverns!” Kion called out to the egret.

“Affirmative.”

“Well…” She said as she walked off in a huff.

“It’s just some extra help.” Kion gently told her as she still is taken aback by his decision to enlist Timon and Pumbaa’s help instead of letting her handle this while they all make their way to the caverns.

Meanwhile Bunga is out and ahead with the others following after him.

“Come on, Simba! Ya gotta keep up!”

“Doing my best, Bunga.” Simba returned as he struggled to fit himself through the tight opening as Luna and Spike both follow from behind to make sure they all can get through no problem as the alicorn princess too has to suck in her gut at times because unlike Spike and Bunga the caves aren’t exactly her size too.

“Well, hurry up. Squeeze faster.” The honey badger impatiently said to him as he sees their way through. “Yeah! Now we're gettin' somewhere! Oh.” He then stood corrected up seeing the many holes ahead.

“Bunga.” Simba began as the others caught up to him. “We need to talk about which way to go.”

“Why talk when you can walk?” Bunga again ignores him as he goes ahead.

“Honey badger please.” Luna tried to reason with her as she too finds his antics annoying to her limits. “Listen to him.”

“You can't just pick a random tunnel and expect it to lead out!” Simba tried to explain to him.

“I know what I'm doing.” Bunga called out as he went down a random tunnel until to find it lead him into a circle back towards the group. “Or maybe I don't.”

“Bunga, you might want to listen to him.” Spike urged him to do so and show some respect for royalty.

“Fine, fine.” He relented. “You decide. Which way do we go?”

“Well, okay.” Simba then examined the tunnels ahead. “I think we should go down the largest tunnel.”

“I agree.” Luna voiced that is the best solution. “It's the most likely to lead to the...”

“Nah!” Bunga immediately interrupted and scoffed their suggestion. “We should go down this tunnel! Duh.”

“Uh oh.” Spike said seeing that was way too disrespectful towards royalty as the two got really offended by that remark.

“Excuse us?!” Luna asked now sounding cross at the honey badger.

“Did you just say "duh" to us?” Simba said equally offended.

“Uh, no, no. I was just, uh, singing!” Bunga quickly and weakly corrected himself. “Duh-duh, duh-duh, da-da-duh-duh...”

“You do remember who you're talking to, don't you?” Simba reminded him.

“I know who you two are.” Bunga scoffed at the two who got further incensed by his choice words. “You're Simba! And you’re Luna! You're my best friend's dad and Celestia’s sister.

“I'm also the King!” Simba then stated with his temper rising.

“And I too am I also a princess that needs to be highly respected and treated as such!” Luna added as she shouted in her Canterlot Voice while her eyes glowed pure white.

But what she didn’t realize until too late that the vibrations of her voice echoing caused a cave-in with the rocks blocking off the way they came in.

“No going back now. Thanks to someone's cave in.” Bunga said with a look of irritation towards the princess.

“Well, you caused a cave in, too.” Luna irritably fired back. “Back when I was trying to help fly you all out of the hole.”

“Yeah, okay. But I was trying to get out. It wasn't 'cause I got all mad.” Bunga returned trying to justify his actions while Spike face-palms himself at the honey badger’s idiocy for fanning the flames further.

“Of course she got mad.” Simba said in her defense as he got into Bunga’s face. “Do you have any idea how annoying it is to be trapped with you and your crazy ideas?”

“Crazy ideas? Crazy ideas?” Bunga returned just as offended. “You're right. I'm full of crazy ideas! And I just had another one.” He then proposed as he points to the tunnel he wanted to go down. “How about you go down your tunnel, and I'll go down mine. Then you won't have to put up with me and my crazy ideas anymore."

“Fine by me!” Simba said in a huff.

“Me too.” Luna said as she followed after the lion king while Spike trying to keep peace follows after Bunga to make sure he is safe.

“See? I knew this tunnel would be easy going.” Bunga said thinking he is talking to both the king and princess while grunting his way through the tight spaces. “Starting to get a little cramped. But I think we can fit, Your Highness's. Just as long as we...” He then realized upon seeing just Spike. “Oh, yeah. It's just me now. Fine.”

“Bunga…” Spike began as he followed after him while trying to keep up with him.

At the same time both Simba and Luna both make their way down the other tunnel which is much more wide and open spaced for the two to walk down on.

“So nice to finally hear myself think.” Simba chuckled as he proudly stated. “Looks like I was right. This has to be the way out.” He then noticed that Luna isn’t feeling the same way. “Princess?”

“If this is the right way out then Bunga’s going the wrong way.” Luna voiced her thought as she regrets blowing leaving him behind.

“You’re right.” Simba said as he sees that too. “And annoying or not, he is Kion's best friend. And my subject.” He sighed as they turn back to regroup with him and Spike. “I can't let him stay lost down here. We gotta go back for him.”

“Along with Twilight’s dragon, Spike.” Luna added pointing out that Spike went with Bunga.

“Bunga…” Spike again tried to reason with him. “I get that you two don’t see eye to eye with each other...but we have to go back. This tunnel is too small for the king and princess to fit through.”

“If Simba had just listened to me, I bet we'd be outta here by now.” Bunga grumbled as he struggled to press through the tunnel.

“While there are some good ideas you are capable of coming up with on your own there are times you need to listen to those in charge as well as show respect for them.”

“Simba and Luna?”

“Yes.” Spike tried his hardest to keep his patience with him. “Because they are royalty and as much as they want to be treated as friends they are rulers that need to be treated as such in case if you haven’t noticed the many times we bow to them when asked of them.”

“Well…” Bunga tried to say something but couldn’t come up with as he remembered why they bowed whenever Simba and Celestia come around.

“…and it is expected to show them the respect when asked of them too.” Spike added.

Deep down as Bunga thought to himself, he thought that Spike is right and he truly hasn’t been showing them that respect during the day but before he could reply to admit it he a sound from behind.

“That you Simba? Change your mind?” He hopefully asked before seeing what really created the sound. “Huh. Falling rocks. Oh, well. No worries. No worries?” He then thought to himself as he thought of something else.

“It means no worries, for the rest of your days, it's our problem free, philosophy.”

Bunga then sang to himself as Spike curiously wondered what tune he is singing in as his voice echoed to which both Simba and Luna heard.

“Hakuna matata.”

Simba sang a little as the honey badger’s voice repeated the phrase.

“Hakuna matata.”

“What a wonderful phrase, Hakuna matata, ain't no passing craze, it means no worries, for the rest of your days.”

Simba then sang to himself as Luna was just as curious to wonder of this song he sings to the tune to which both Spike and Bunga heard nearby.

“It's our problem free.”

“Philosophy.”

“Hakuna matata”

The two sang together as they all reunite together.

“How'd you know my uncles' song?” Bung asked the question on the other’s minds.

“I knew it before you did.” He replied. “They sang it to me all the time when I was growing up.”

“Oh, right!” Bunga then remembered. “They raised you. Just like they raised me. That kind of makes us... Brothers? Sort of?”

“I never thought of it that way. But, I guess it sort of does.” Simba returned finding it does in a way.

“As long as the two of you share that kind of bond then it definitely counts.” Spike said in support.

“Indeed.” Luna voiced her approval of it.

“I'm, uh, sorry I yelled at you, bro. I meant you no disrespect.” He apologized as he turned to the alicorn. You too Luna.”

“That’s Princess Luna.” Luna gently yet firmly reminded him with a light smile as she lets him know she forgives him.

“And that's "King bro" to you.” Simba playfully returned as they both shared a hearty chuckle together. “Too bad Timon and Pumbaa aren't here to see us finally getting along. It would make them happy.”

“You know them. Hakuna matata?” Bunga scoffed it off thinking otherwise. “They're always happy!”

On the contrary, both are quite the opposite upon learning of the sinkhole that they fell in.

“Why? Why? Oh, cruel savannah! To take both our babies on the same day?” The meerkat dramatically cried.

“I know, Timon. I know! Fate is a fickle mongoose!” Pumbaa also cried out as the others just watch on with pained expressions seeing them act like this.

“And I thought I was the drama queen of the group.” Rarity whispered to herself.

“Remind me again. Huh. Why did you bring them here?” Fuli quietly asked Kion feeling it was unnecessary along with the unicorn. “As if having one member of the Guard who has a tendency to dramatically cry isn’t bad enough.”

“I thought Timon could help.” Kion honestly answered with a small apologetic look “Meerkats are supposed to be great in tunnels.”

“And now we're lost in this crazy maze.” Timon cried otherwise.

“Oh, I'm so turned around I'm afraid we'll never get out alive!” Pumbaa also cried out.

“What will we do?” Pinkie also cried out as Fluttershy stepped forward to point something out.

“Um, Timon, Pumbaa, Pinkie? The entrance to the cave is right there.” She pointed to the cave entrance behind them.

“I know.” She cheerfully replied. “I thought it would lighten the mood.”

Both Applejack and Rainbow Dash roll their eyes in annoyance with simple grunts in response to her antics.

“See? Barely inside and we're already lost!” Timon further cried.

“Not exactly inspiring confidence, are they?” Ono asked the others.

“Nope.”

“Not really.”

Applejack and Rainbow Dash bluntly replied.

“But understandable.” Fluttershy voiced.

“They're just worried about Bunga and Simba, Ono.” Beshte added as Timon approached them.

“My kids! Who knows what horrors they're enduring down there.” Timon further expressed his worries over them.

“I know right.” Pinkie also cried out as she had to resist giggling to herself as the others just let it slide.

“Let’s go!” Rarity called out to the others as she just led the way while she and Twilight use the magic from their horns as flashlights as they both led the way.

Meanwhile the four make their way down the cave as Simba and Bunga are now getting along much better singing to the beat of Hakuna Matata together much to the pleased smiles of Spike and Luna.

“Hakuna...”

“Matata.”

“Hakuna...'”

“'Matata.”

“Hakuna...”

“Matata.”

“Hakuna...”

“Matata.”

The two traded together with Simba beginning and Bunga finishing as the four come to a fork in the road.

“We should think about this. Which way, Your Majesty?” Bunga wisely asked.

“Please. You choose, Bunga. I insist.” Simba allowed.

“Nah. You're the King. You choose.” Bunga returned.

“I am the King. And I say you choose.” Simba returned as the four hear the cries of a certain meerkat nearby.

“Why? Oh, why?”

“That sounded like...” Bunga started.

“Timon?” Simba answered.

“My two babies! Lost in these accursed caverns! Forever!”

“Wow.” Spike just said with a dull tone with his overly dramatic cries. “And I though Rarity was the drama queen when it comes to that.”

“It came from down here!” Luna pointed towards the sound’s direction.

“So what are we waiting for?” Simba voiced as he went ahead much to Spike and Bunga’s surprise.

“Wait for me!” Bunga called after them.

In another part of the caves Rarity and Twilight continued to lead the way with their flashlight horns with the rest of the Guard following after them.

“Sorry, I lost it back there, Kion.” Timon apologized to lion prince.

“Oh, you'll understand when you have kids of your own.” His warthog companion added as they started to grief again. “Well, not exactly your own. But you'll understand when a lost lion or lonely honey badger wanders into your little corner of the world.”

“And you let 'em into your heart, you know, just enough, and... “ He struggled to say. “And then...” He then lost control of his emotions and bawled again to which Kion just looked aside while Fluttershy gives them a pat and a hug as she floated from above.

“There. There.” She gently said to them. “We’ll find them.”

As soon as she said it their voices were heard.

“Uncle Pumbaa?”

“Timon!”

“Ooh, I can still hear their sweet, sweet voices.” Timon said as he thinks they are dead now.

“Um, I don’t think they’re dead.” Fluttershy tried to correct him.

“Dad? Bunga?”

“Spike? Luna?”

The two leaders of the Guard called out.

“Kion!”

“Twilight!”

Simba and Bunga called for the former while Luna and Spike called for the latter to which was enough for Timon and Pumbaa to have reality check in.

“My babies are alive!” Timon exclaimed in relieved delight as they race towards their adoptive relatives.

“Don't worry, Simba and Bunga! We're comin' for ya!” Pumbaa called out as they head out and turned right.

A crashing sound is heard as they two managed to bump into a dead end by accident.

“Dead end. We're still coming for ya!” He called out as they ran the other way to which Pinkie giggled at the sight.

“Yeah let’s go!” She cheered as she ended going right and ended up making the same mistake Timon and Pumbaa did. “Whoopsie, Daisy!”

“This way.” Simba said as he led the way. “Kion!“ He called out to his son.

“Twilight!” Spike called out.

“Dad! Bunga!”

“Luna! Spike!”

Kion and Twilight called out as they all can see each other now.

“Oh, Timon, look! See? They're okay!” Pumbaa said in excited relief.

“Uncle Timon! Uncle Pumbaa!” Bunga called out as he and Simba ran up the path.

“Simba! Bunga! Look out!” Luna cried out loudly to them to which stopped them in their tracks just as they reach the edge with a very deep and dark chasm in between.

“Hapana!” Ono exclaimed upon seeing the gap in between them.

“Not a problem.” Twilight assured as she grasped Spike with her magic to levitate him over her.

Once they reunited they shared a warm embrace together.

“Should we go back? Look for another way?” Bunga asked while looking at the unicorn and peagsus ponies ready to help them across.

“If you both need a lift over just say the word.” Rainbow called out as Simba had a different idea in mind.

“I've got a better idea. Hop on!”

“That's your idea?” Bunga returned taken aback.

“Actually, it's your idea. Remember?” Simba reminded him as he sees that he is comes to take some of his ideas to heart regardless of how crazy it might seem.

“Oh, yeah.” Bunga said now pleased that he is returning the favor as much as he learns to show him respect.

“I don't believe it.” Kion voiced his astonishment at a sight he’d thought he never see.

“Me neither.” Twilight voiced as Luna watches on just as stunned as he prepares to leap over the chasm.

“Hang on! Ow! Bunga, not the mane.” Simba told him yet had to remind him as he accidentally tugged there.

“Sorry, bro.” He apologized as the lion king made the run and jump across the chasm.

“Zuka Zama!”

The two said together as they made it to the other side.

“What in the name of Celestia...”

“Did we just see...”

“A honey badger riding on top of the King?”

Applejack, Ono, and Fuli voiced as they all look baffled at what they all just saw as Luna flies over to regroup with the others on the other side.

“Like my dad always says, live long enough, and you'll see everything.” Beshte added as Bunga leaped off of Simba.

“Thanks for the lift. We should do this again sometime.” He proposed to which Simba seems to consider it.

“Well, I'll, uh, have Zazu check my schedule.”

Immediately, Pumbaa and Timon both give Simba and Bunga kisses on the cheeks now that they have finally reunited once again to which Rainbow stuck her tongue on as if it is enough to make her barf.

“Blah.“ She said while the others were creeped out a little yet accepting of it.

“Aww. Isn’t that beautiful?” Rarity sweetly touched feeling touched as she gets herself a tissue as she starts to tear up. “Oh, how I just love tearful reunions.”

“Just so beautiful.” Pinkie cried out as she unleashed gushers of tears to which the others backed away to avoid getting soaked by it.

“Dad, Bunga? I thought you guys are...” Kion began while his shock turned to pleasant surprise.

“Are practically brothers?” Bunga presumably finished.

“Huh?”

“Absolutely.”

“And to think you were worried that we'd never find them.” Timon said to Pumbaa.

“Hold on there partner, because you were just as worried as Timon too.” Applejack corrected.

“I was not!” He denied until the farm pony glared at him. “Okay, okay.” He relented. “Maybe I was.”

“Maybe?” Applejack raised an eyebrow at him.

“Hey. Hakuna matata!” Timon returned as she just decided to let it slide.

“Woohoo! Family reunion party!” Pinkie exclaimed and cheered as confetti, party horns, and balloons randomly appeared as she shot her party canon.

“Maybe a little later.” Simba politely said to the pink mare as she looked a little disappointed and put down until he added. “When we get to the concert we were supposed to be attending earlier.”

Hearing this caused Pinkie’s grin to brighten up again as they all make their way out of the cave and towards the direction of where the elephants were located as Celestia, Nala, and Kiara were treated to lovely concert put on by them.

“Bravo! Bravo!” Nala cheered for them as they just wrapped up their most recent song.

“Lovely music.” Celestia warmly complimented.

“Thank you. Thank you.” Ma Tembo gratefully returned. “We're so glad to have all of you here to take part in our tradition. We're especially honored to have members of the royal family in attendance.” She then said as she bowed before the three members of royalty.

“We wouldn't miss it.” Celestia responded as she regrets having to bring up her sister’s absence into this. “I know this supposed to be held in my sister’s honor but alas she had somebody to tend to here.”

“And believe us when the King was very disappointed to miss this event. He planned to be here...” Nala apologetically added.

“Animals plan, and the savannah laughs.” Ma Tembo assured it’s no biggie.

“Indeed. We're grateful for your understanding.” Nala sincerely thanked.

“We’re here!” Luna’s voice called out.

“Sorry we're late!” Simba added as they along with Kion, Bunga, and Twilight regroup with the rest of the royal family.

“Simba?”

“Daddy?”

“Luna?”

The three said in delight as they reunite.

“Your Majesties. Kion.” Ma Tembo bowed to them as she tried to make of Twilight and Bunga as she has never met them before. “And, uh...”

“Oh, sorry…” The lavender mare awkwardly began before greeting with confidence “Twilight Sparkle, personal protégé of Princess Celestia.”

“And Bunga. Brother to the King.” The honey badger added as he got off of the king’s back.

“Brother?” Kiara returned confused by what he meant by that.

“Just call me Uncle Bunga.” Bunga nonchalantly returned as Nala approached her husband.

“What exactly happened in that pit?” Nala asked.

“It was quite an adventure. A very friendship worthy adventure” He summed it up in short before speaking to the elephant herd. “Thank you for your patience, Ma Tembo.” He then turned to everyone else. “And I thank all of you, my friends. I know how important music is to elephants. And I'm deeply honored to be included in your tradition. But since I missed your only concert of the season, I'd like to share a song that means a great deal to my family.” He then said as he walked over to his family and friends. “All my family.” He added as he looked at Bunga who gave a delighted thumbs up while Timon and Pumbaa felt touched as they know what song he wants to share with them.

“We would be honored to hear your song, Your Majesty.” The elephant matriarch replied ready to hear it.

“Ready?” He asked everyone who all nodded before beginning.

“Hakuna matata.”

“What a wonderful phrase.”

Timon and Rarity sang the next line.

“Hakuna matata.”

Bunga and Pinkie sang next.

“Ain't no passing craze.”

Pumbaa and Applejack sang together.

“It means no worries.

“For the rest of your days.”

Kion and Kiara sang together while nuzzling each other to which Twilight shedded a small tear upon seeing the lovely sibling moment as she and the other joined in on the song together.

“It's our problem free

Philosophy.”

“Hakuna matata.”

Both Simba and Bunga finished the last line together as they both see eye to eye with each other with a very valuable friendship lesson learned today.

Author's Notes:

In this episode what should have been a simple trip to an elephant's concert the Royal Family is supposed to attend turns into a rescue mission when Simba and later Bunga along with Spike wind up falling into a sinkhole following yesterday's rainstrom.

Princess Celestia ended up falling in and injuring her wing when performing a diving save for the lion king to which required her sister and Rainbow's help in getting out of the sinkhole unharmed.

Needless to say, Bunga's proposals for the most part have not worked wonders as it ended up making things worse while poor Spike winds up in the middle of him and Simba.

Luckily, the three found a hidden entrance to the underground caverns as Princess Luna accompanies the three while Celestia, Nala, and Kiara reluctantly go ahead to the concert to avoid worrying the elephant herd waiting for them.

Here what I did here was some parallels between Simba and Luna along with Spike and Bunga in the caverns as the two royals do have a shared limit when it comes to Bunga's antics yet still strive in making sure he is okay along with every one of their subject's. While Spike on the other hand knows the fine line of knowing when to treat royalty like any other friend while acknowledging their authority and respect them as such.

In the end thanks to them giving them a little push in the right direction, Simba and Bunga have both learned a very valuable friendship lesson together.

Next up is "Party of One." where resident party thrower investigates her friends strangely avoiding her for some unknown reasons that they don't want her to know about in the penultimate episode of Season 1.

Episode 36: Party of One

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Episode 36:

Party of One

On a peaceful day in Ponyville, Twilight is currently reading her books with Ono reading over her shoulder just as they heard a knock on the door.

“I wonder who that could be?” Ono wondered as Twilight makes her way to the door.

“Oh! Hi, Pinkie Pie...” She greeted the party pony wearing a party hat and a clown nose as she prepares to sing a special song to them.

“This is your singing telegram

I hope it finds you well

You're invited to a party

'Cause we think you're really swell.”

She sang to them as her pet stood by wearing a party hat to which both Twilight and Ono try to follow with her invitation before making her way over to Rarity’s place who had Kion over for a fitting for his outfit for the upcoming Grand Galloping Gala to give the same singing telegram while the two wear tuxedos much like the one the young lion is wearing.

“Gummy's turning one year old

So help us celebrate

The cake will be delicious

The festivities first-rate.”

She sang to them before making her way over to Sweet Apple Acres where she sings to Applejack and Beshte who both just as lost as she wears an accessory that had small confetti cannons in them.

"There will be games and dancing

Bob for apples, cut a rug [pop]

And when the party's over

We'll gather 'round for a group hug.”

She sang as she started to slow down from running around Ponyville giving the same singing telegram all over again by the time she rode over on her hot air balloon to Cloudsdale where Rainbow Dash and Fuli are.

“No need to bring a gift

Being there will be enough

Birthdays mean having fun with friends

Not getting lots of stuff.”

She sang as she struggled to make her way over to Fluttershy’s home as she watches the party pony give her the same invitation while wearing cake accessories.

“It won't be the same without you

So we hope that you say yes

So, please, oh please R.S.V.P.

And come, and be our guest!”

She finished before collapsing onto the group in exhaustion for a minute before heading back home where Bunga is waiting for her.

“Hey Pinkie Pie!” He greeted. “How did it go?”

“Swell.” She replied in a raspy and tired voice. “But I think next time, I’ll just pass out written invitations.

Pinkie then passed out as she collapsed on the floor.

“Not a problem. Let’s just get you to bed and I’ll take care of setting up the party for you.” Bunga offered as he dragged her to her bed before walking off to do so.

Thanks to Bunga the party was all set up ready for the entire Guard to get together to enjoy themselves as there are treats, dancing, and bobbing for apples involved.

Twilight, Pinkie, Kion, and Bunga were all dancing together, while Rarity, Fluttershy, Ono, and Fuli were all chatting with each other, while Beshte, Rainbow Dash, and Applejack were all bopping for apples together.

“Nice one!” Beshte complimented the farm pony as she produced an apple with her mouth before eating it. “Now, let me show you how it's really done.”

Beshte then demonstrated by shoving his mouth in the whole barrel before producing a mouth-full of apples which was every remaining apple left before chomping them all down and gulping them.

“Show off.” Rainbow just shook her head as Pinkie dropped by to check up on them.

“Hey, girls and boys!” Pinkie greeted

“Hey, Pinkie Pie!“

“Howdy!”

“What’s up?”

The three greeted her as she squealed in delight.

“Just wanted to tell you how happy I am that you could make it to Gummy's party.”

“Are you kiddin'? I wouldn't have missed it for the world.” Applejack returned that she is just as happy she was invited.

“Me neither.” Beshte added.

“When Pinkie Pie throws a party, I am there! Ta-da!” Rainbow added as she succuessfully bobbed for an apple.

“Aw! It's just a boring old apple. Don't worry, there are plenty of other surprises in there.” Pinkie then said to which sparked intrigue to the Pegasus who spit out her apple in response.

“What kind of surprises?”

“I can't tell you that, silly. Then it wouldn't be a surprise.”

Both Applejack and Rainbow Dash interested in the surprise she laid inside the two both bobbed their heads inside to find it and indeed they did.

Applejack clenched her teeth onto a gag apple while Rainbow Dash was greeted with Gummy’s mouth in her face to which Applejack chuckled while Beshte looked concerned for the Pegasus.

“Are you okay?” Beshte asked.

“I’m fine. This gator has no teeth.” She said with annoyed eyes as she shakes Gummy off of her snout.

At the table of refreshments both Rarity and Ono were treating themselves to some punch to which they found delish.

“This punch is simply divine.” The unicorn complimented as Pinkie poured more in her and Ono’s cups. “Is this the same recipe you used for your "Spring Has Sprung" party?”

“Nope! Something new.” She replied as they eyed Gummy now in the punch bowl to which both widen their eyes in shock as they both spit out their drinks to which Pinkie didn’t even blink when they accidentally spit it out in her face.

“It's Gummy's favorite.” Pinkie cheerfully added as Rarity forced herself to gulp some of it in out of embarrassment and sheer politeness of doing something un-lady like as Kion took notice of while Ono’s face turned purple in shock and disgust. “Ooh, this is my jam!” She then said as she made her way onto the dance floor after the music plays a tune she really loves.

Once Pinkie was out of their sight, Ono quickly flew outside to vomit the punch he had just drank with Kion following him outside to make sure he is okay while Rarity spat out hers into a nearby plant.

On the dance floor, Twilight, Fluttershy, and Fuli are all dancing to the beat as Pinkie joins in.

“Having fun?”

“A blast!”

“Oh yeah!”

“You always throw the best parties, Pinkie Pie.”

The three answered positively.

“They're always the best parties 'cause my best friends are always there!” Pinkie said as she really got into her groove to the point she ended up bouncing the others away and into the walls as she busted out her moves.

“C'mon, everypony!” She called out to everyone as the three slammed into the walls leaving their silhouette imprints behind as they recover from the impact before everyone all comes back to the dance floor to dance around the birthday pet. “Gummy wants to dance! Go, Gummy! It's your birthday! Go, Gummy! It's your birthday!”

The party lasted long and well into the night when everyone finally decided it was time to retire for the night with Pinkie seeing everyone out as she watches from the bakery’s top floor.

“Hoo-wee! I am beat!” Applejack voiced as she left. “I haven't danced that much since... Well, since your last party. Thanks again for the invite!”

“Man, that was so Poa!” Beshte said as he left. “Thanks a bunch!”

“See ya later, birthday alligator!” Rainbow said as he left.

“Bye!” Fuli said.

“Bravo for hosting yet another delightful soiree.” Rarity complimented.

“It's been lovely.” Fluttershy also complimented as Ono rode on her back so he can stay the night at her cottage due to still being sick from the poisoned punch with his face still purple.

“Swell.” Ono managed to call out before vomiting in his barf bag once more.

“Oh you poor thing.” Fluttershy sorrowfully said to her ill companion. “I’ll make sure you’ll get better no problem.”

“You sure you don't wanna stay? There's still some cake left.” Pinkie called out to Twilight and Kion as they were both the last to leave as Bunga decided to stay at the shop for the night too.

“Uh, I think we’re gonna pass.” Kion politely declined. “We got another patrol in the morning.”

“Great party though. We should do this again soon.” Twilight also complimented as they both left.

“We should do this again soon!” Pinkie said to herself taking it to heart as Bunga loudly munches on the remaining cake.

“You said it.” Bunga replied as he chowed down on the sugary goods.

The next morning at the crack of dawn, Twilight and Kion were awakened when they heard knocking on her door. As they awoke they both had a few strands of hair out of place due to from their sleeping to which they didn’t pay mind to as the unicorn answered the door to where Pinkie was outside at her doorstep again.

“Oh! Hi, Pinki-“ She greeted as she wide eyed awake as she happily bounced up and down with an important message in tow.

“It's soon!”

“Pardon me?” She asked as Kion approached the doorway as he came to wake himself up.

“You said we should have another party soon, and... it's soon!” She replied as she handed the two their invitation. “Here's your invitation!”

"You're invited to Gummy's 'after-birthday' party. This afternoon at 3 o'clock." Twilight read as the party pony happily bounced up and down.

“All our bestest friends are invited, and there's gonna be dancing, and games, and cake, and ice-cream, and punch!” She excitably shared as the two briefly exchange surprised glances at each other as they were not expecting her to host another party this soon.

“This afternoon? As in, "this afternoon" this afternoon?” Twilight asked.

“Yes, indeedy!” She confirmed as Twilight quickly shook her initial shock off so she can she respond to her answer.

“Oh, gosh. I wish we could make it, but I've gotten a bit behind in my studies and I need Kion’s help in hitting the books.“ She informed her as she quickly showed her the huge pile of books she pulled from her shelves to sell it.

“I understand. Your studies come first.” Pinkie accepted her response. “But don't worry, we'll be sure to save you some cake.”

“Please do.”

“Oh! And Twilight, you shouldn't hit the books. You should really just read them.” Pinkie advised as she thought she meant literally before leaving.

“I'll keep that in mind.” Twilight just said as she sighed in relief before quickly shutting the door and placing all of the books back in their shelves as soon as Pinkie was gone.

“Hevi Kabisa! She’s deciding to throw another party today?” Kion said in surprise with what she had just said to them.

“I know.” She replied as she ponders of how to adjust to all of this. “Looks like we’re gonna need to rely on extra help here.” She said as she thinks of how they are going to make what they planned for her work.

Meanwhile, Applejack and Beshte were doing more farm work as Pinkie arrived catching the two while they were carrying wagons of apples on their backs.

“Huh? Oh, hi, Pinkie Pie!” Applejack greeted while surprised by her sudden appearance. “What brings you 'round these parts?”

“Who's ready to shake their hoof-thang?! It's an invitation to Gummy's "after-birthday" party this afternoon.” She invited them. “There's gonna be dancing, and games, and cake, and ice-cream, and punch!”

“This afternoon? A-as in, "this afternoon" this afternoon?” Applejack asked similarly to Twilight as she and Beshte share startled reactions upon hearing this.

“That's funny. That's just what Twilight said, and the answer is, "Yes! It's this afternoon!" She replied as Applejack struggled to reply.

“Uh, well, I... I... uh... I don't think I can make it 'cause...”

“Because Applejack really needs help in dealing with all of these apples.” Beshte quickly said to cover for her. “It’ll take us through the day to get it all done.”

Pinkie narrowed her eyes at the two as the farm pony nervously gulped in response.

“Sorry.” She regretfully spoke with hopes of no hard feelings.

“Okey-dokey-lokey! A party is still a party, even if there are only seven guests.” She again took it fine as Applejack sighed in relief.

“Thanks.”

“No problem, AJ.” Beshte kindly returned as they make way inside with the apples in tow.

Elsewhere, Spike and Bunga are currently doing Rarity a favor by taking out her full can of trash to the curb.

“Anything else I can do for you, most beautiful one?” Spike asked he walked back over to his unicorn crush who caught a horrible whiff of his stench from having garbage fall on them when trying to take it out.

“Hmm... perhaps you could take a bath.” Rarity replied with a forced smile as she covered her nose. “How do I put this delicately?” She said as she hesitated to break the truth to him. “You smell like a rotten apple core that's been wrapped in moldy hay and dipped in dragon perspiration.”

Spike lovely sighed as he went back home to do so as he floated away with hearts in his eyes just as Pinkie Pie arrives.

“Ooh! Love the new hat. Very modern. What's the occasion?” Rarity admiringly asked.

“Gummy's "after-birthday" party is this afternoon. I'm delivering the invitations.” She replied to which sparked the same reaction as the others.

“The party is this afternoon? As in, "this afternoon" this afternoon?”

“It's so strange. Everypony keeps saying that.” Pinkie said in confusion as she spots the trend here.

“Oh... do they?” She awkwardly and worryingly replied as she patted her hair curls as Bunga quickly ran over to the trash can.

“I know it's short notice, but we had such a great time at his birthday party, I thought we could have even more fun at his after-birthday party.” Pinkie expressed her delighted reasons for doing so.

“And I'm sure that we would, but I'm going to have to decline because...” Rarity then spoke of her decision to which she said with regret as Bunga throws garbage at her hair to which she glared at him for that before remembering it gives her the leeway to sell her excuse. “I have to... wash my hair!”

The two then quickly ran inside before they could be further questioned.

“Huh... No Twilight, no Kion, no Applejack, no Beshte, no Rarity, no Bunga. Oh well, a party is still a party even with only five guests.” Pinkie still took it in stride before making her way over to Rainbow Dash, Fuli, and Fluttershy at the animal lover’s cottage to invite them.

“This afternoon?”

“As in...?”

Both Rainbow and Fluttershy asked with the same reactions as Fuli watched on just as surprised.

“Yes! As in, "this afternoon" this afternoon!”

“Oh, man! We'd love to, but... we're... house-sitting this afternoon.” Rainbow weakly declined to which Pinkie sighed in disappointment.

“Both of you?” She sadly asked.

“It's... uh... a big house.” Fluttershy added just as flimsy constructed.

“Oh yes.” Fuli quickly added. “Plus Ono is still recovering from last night, he really partied too hard there.”

“Uh, look at the time!” Rainbow said as she hastily created a fake watch on her wrist with marker. “We'd really better get going.”

As Fuli quickly runs off ahead while the Pegasus ponies follow suit Pinkie is left more puzzled and puzzled by the minute as suddenly all of her friends even Bunga are all unavailable to attend her party today.

“Something strange is definitely going on around here…” She said to her pet now suspicious as she finds something fishy here back at Sugarcube Corner as she looks out the window. ”…Gummy. Sure Rainbow Dash and Fluttershy had to house-sit for Ono, but what are the chances all my other friends would have plans this afternoon too? Rarity and Bunga had to wash her hair and fur? Applejack and beshte have to pick apples? Twilight and Kion are behind on their studies and have to hit the books? The more I think about it, the more those are starting to sound like... excuses!” She said with a realizing gasp.

Just as she was looking out the window she spotted both Twilight and Kion sneaking up and into the shop from hiding spot to hiding spot to which Pinkie ducked herself before the two could spot her as they both slowly get inside one at a time to avoid suspicion.

“That doesn't look like studying... or hitting!” She said with her suspicions confirmed.

Inside, Twilight rings the bell requesting Mrs. Cake to the counter for their services.

“Ooh! You must be here for...”

“Shh!” Twilight quickly hushed her. “Is Pinkie Pie around?”

“Oh, I don't think so.” She honestly replied.

“Good. I don't wanna her to know anything about this.” Twilight then said as Pinkie dropped a tin can attached a string she can eavesdrop on their conversation

“Yes, of course. I'll be right back.” She replied as she made small talk about it just as Kion notices the tin can dangling from the ceiling.

Correctly sensing she is spying on them, he quickly tiptoed over there as he retracted a single claw and gently cut the string.

“What are you doing?” She asked with a confused expression until she widen her eyes at the sight of the can. “She’s on to us!”

“We’d better hurry.” Kion whispered back as Mrs. Cake hands them a box.

“There you go!” She told them as Pinkie has a hard time making out their whispers.

“Thanks, and remember, not a word to Pinkie Pie.” Twilight returned as they hurried their way out of the store.

The two then proceed to stealthily tiptoe their way through town with the package carefully secure on the unicorn’s back while Kion looks around for the party pony who is now following them but Pinkie has been just as stealthily in avoiding detection.

“Time to get to the bottom of things!“ Pinkie seriously said as she puts on a pair of gag glasses with a funny nose and moustache with Gummy riding on her mane before following the two who quickly stop and turn around just as Pinkie ducks for cover at the nearby apple cart. Kion sniffed around the area and picked up a scent to which he whispered to the unicorn.

“We better keep moving.” He said as he motioned to the apple cart which confirmed to them that she is following them.

“I think our cover's been blown! We'll need a new disguise.” Pinkie then said as she sees that they are on to her before the two quickly tiptoe their way over to Rarity’s shop where Twilight rang the doorbell to get Rarity and Fuli’s attention as they quickly answer the door.

“She didn't see you two at the sweet shop, did she?” The unicorn whisper asked to the other unicorn as they both stood closely to each other.

“No, but Kion sensed her presence from behind.” She answered.

“What?” Fuli asked in alarm.

“But I think Pinkie sensed we were onto her as well so she isn’t around.” Kion added as he sniffed around and didn’t catch a single whiff from nearby.

“Oh, good. We’d hate for her to ruin everything.” Rarity shared in relief.

“Us too.” Twilight returned as she leaves behind the package so Rarity could take control of sneaking around with it as she carried the cake with her tail as Fuli follows after her while keeping his eyes and nose alert for Pinkie as her new disguise involved the same pair of glasses while hiding inside a bale of hay.

So far as good as the two make their way to town to throw Pinkie off of their trail. There they meet with Fluttershy and Ono with the latter now feeling well at that point.

“Have you seen her?” Rarity asked the two as Fuli looked around their surroundings.

“Not since this morning.” Fluttershy replied as said mare quickly peers her head around the corner.

“Me neither.” Ono also shared while Fuli suspiciously turns around and does a quick sniff around. “Can you believe she was planning on throwing an after-birthday party today?”

“I'm just glad we were able to use Ono’s excuse for why I couldn't be there.” Fluttershy expressed relief as Pinkie had a hurt expression upon hearing that.

“Me too! This is obviously going to be so much better.” Rarity said to them while unaware of mare’s presence.

“As long as we keep her from finding out about it, it will.” Ono remained certain as Rarity hands Fluttershy the package.

“See you later!” She whispered as Fluttershy went set out with the package in tow.

But just before she could walk towards the bale of hay, Fuli quickly whispered her knowledge to them as Ono quickly directs Fluttershy in the opposite direction before the two groups both went their separate ways.

“I thought everypony loved my parties.” Pinkie sadly lamented hearing this misinterpretation.

“Hi, Pinkie Pie!”

“What’s up!”

Bunga and Rainbow greeted her without thinking as they walk by as the latter carries her saddle-bag on her back.

The two then briefly stop dead in their tracks upon realizing who they had just casually addressed to.

“Pinkie Pie!”

“Uh-oh!”

The two exclaimed as they quickly realize their mistake.

“Hop on!” Rainbow barked at the honey badger who quickly did as he was told before flying off in a flash to ditch her.

“Rainbow Dash! Bunga! Wait!” Pinkie called after them as Rainbow quickly zipped around the corner hoping that she doesn’t pick up their trail.

Once the two were far enough ahead, the two sighed in relief with Rainbow ceasing her flight before landing on the ground.

“That was a close one.” Bunga remarked as Pinkie suddenly appeared from inside of one of the barrels in front of them.

“Where you going?!” She demanded as the two were suddenly startled with Rainbow quickly responding by flying away once more towards the schoolhouse for added measure and distance to throw the now suspicious mare off of their trail again.

Rainbow after looking around to make sure she wasn’t followed quickly ducked for cover under the school bell.

But someway somehow the pink mare was already there as the two were greeted by her sudden shouting once more.

“What's the real reason you didn't want to come to Gummy's party?!”

Rainbow quickly flew away faster than ever as she doubles down her efforts into getting as far away from her as possible.

“How does she do that?!” Bunga asked while tightly holding on to his partner.

“I don’t know and I don’t want to know.” Rainbow replied as she made her way up the tallest mountains on the outskirts of Ponyville to where she made her way up to the top… with Pinkie’s help as she again already beat them to the punch.

There she eyes the saddlebags strapped to Rainbow’s back.

“What's in the bags?!” She shouted in Rainbow's face with the latter now going full throttle in retreating to Sweet Apple Acres where the others are waiting with Pinkie hot on their tails.

“Applejack!”

“Beshte!”

“We have a problem!”

"Code Pink! Angry pony on our tails!"

Rainbow and Bunga shouted to the two as Pinkie angrily pursues them with Gummy holding onto to her mane.

Applejack quickly went inside and closed the doors after her just after Rainbow flew inside with Pinkie running up to the door while banging her head on it to knock on it.

“I know you're IN THERE!”

“Oh, hey Pinkie Pie.” Beshte nonchalantly greeted. “How’s it going?”

“Just fine.” Pinkie paid no mind to the greeting as she was more focused on finding on the truth. “Mind if I... take a look inside the barn?”

“Everyone okay?” Beshte asked as he blocked the mare from going inside.

“I’m fine.” She repeated still serious as she tried to get by the hippo. “I just need to get inside and see what Rainbow Dash and Bunga just went in there for.”

“Just to help out with all of the apples we brought inside from earlier.” Beshte innocently tried to say to assert everything is fine.

“Oh really?” Pinkie returned still not buying it.

“Yes.” He replied as he now started to get nervous by her furious glaring.

“Then why do they get to go inside?”

“Because we really needed their help and their help alone in getting the hard to reach apples from the top of the very tall pile we packed inside.” Beshte quickly answered as Pinkie looks on still unconvinced before moving to back off from her interogation knowing and sensing her friend's honesty while the others already inside watch with worry.

“Okey... dokey... lokey.” She relented before deciding to walk away from Sweet Apple Acres.

Once she was out of sight she, Applejack, along with the rest of the Guard.

“Oh my Celestia.” Ono said as he fainted after nearly having a heart attack from being nearly found out.

“Medic.” Fuli turned to Fluttershy to make sure he is okay with a tired and deadpan expression as she flies over to do so.

Meanwhile Pinkie has retreated back to town as she converses with Gummy with what had just happened.

“Secrets and lies! It's all secrets and lies with those ponies! They're up to something, Gummy!” She said to the little alligator as she furiously paced around before looking at him in the eyes. “Something they don't want me to know about! Well, I'm gonna know about it! I'm gonna know about it big time!” She angrily vowed as she came up with an idea of how to do it. “And I know just who's gonna tell me all about it. Tell me all about it big time!”

And that someone is Spike who she had just invited over to Sugarcube Corner with a plate full of gems to lure him into a false sense of security.

“Wow! Nice spread!” He complimented as he clasped his claws in delight.

“It's all yours, Spike.” Pinkie replied sincerely with a smile before turning off the lights while flashing a light on him while having Gummy lock his tail with his gummy jaws so she can interrogate him. “All you have to do is talk.” She then said with a calm and sly smile.

“That's it? Oh, you got it.” Spike replied as he found it no biggie as he did exactly what she demanded. “Okay... uh, beautiful weather we're having, eh? I love a sunny spring day, don't you? The birds chirpin' and the flowers bloomin'.”

“No, no, no. Talk about our friends.” Pinkie pressured him to get at what she wants while sliding the plate away since she didn’t find his initial response useful.

“Oh, okay. Let's see, there's Twilight Sparkle. She's a unicorn. Good with magic. A real brainiac. And then you got Rarity. Total knockout. Twilight seems to think I don't even have a chance with her, but... eh, what does she know? Let's see. There's... there's Fluttershy, a Pegasus who's afraid of heights. Heh, what's up with that?” He then innocently went on.

“Grr!” Pinkie growled in frustration as she doubled down her efforts into cracking. “No! You're not understanding me! I want you to confess!”

“Confess?”

“Confess!”

Completely terrified now as Pinkie shines the light with increased pressure he does just that.

“I'm the one who spilled juice all over Twilight's copy of "Magical Mysteries and Practical Potions"!”

“And?”

“And I'm the one who used up all the hot water in Ponyville yesterday when I took a seven-hour bubble bath!”

“Aaand?”

“And sometimes... when no one's around... I do this.” He demonstrated by flexing his muscles while looking at himself in the mirror. “Lookin' good, Spike! Lookin' real good!”

Pinkie was just mind-blown as she breaks the mirror as she pushed it aside after growing more and more furious that he is not spitting out the secret she wanted to know.

“No! No! No! No!”

“W-What do you wanna hear? Tell me what you want me to say, and I'll say it!”

“Tell me that my friends are all lying to me and avoiding me because they don't like my parties and they don't want to be my friends anymore!” Pinkie demanded as she screamed in his face.

“Your friends are all lying to you and avoiding you 'cause they don't like your parties and they don't want to be your friends anymore!” Spike repeated back.

“Aha! I knew it!” She proudly declared before her mane deflated into a completely straight one as her smile faded into a depressed and hurt one with the sound of a balloon deflating and popping and her fur turning into a darker shade of color. “Oh no, my friends don't like my parties and they don't want to be my friends anymore.”

“Uh... so...” Spike asked as he pointed to the plate of the gems.

Pinkie sighed as she hands Spike the plate. “Here you go.”

“Thanks.” Spike happily replied as he started munching on them as Pinkie sadly sighed.

Sometime later, Pinkie hosted a party of her own after finding some “guests.” to participate in.

“Thank you all so much for coming! It means so much to Gummy.” She spoke to her “guest.”

A bucket of turnips, a pile of three stacked up rocks, a potato sack, and a dust cloud all wearing party hats along with Gummy.

“Could I have some more punch?” Pinkie said as she voiced the bucket of turnips in a manly voice which was rather stupid sounding.

“Well, of course you can have some more punch, Mr. Turnip.” She replied as she poured it some more punch.

“This is one great pahty! You really outdone yourself!” Pinkie voiced while pretending to be the rock pile with a serious expression.

“Why, thank you, Rocky.”

“I'm having a delightful time as well.” Pinkie voiced while having the dust cloud sound like a proper man.

“I'm so glad, Sir Lintsalot.“

“Might I trouble you for anozer slice of cake?” Pinkie then said with a high-pitched voice.

“Anything for you, Madame le Flour.” She obliged as she gave it exactly as requested.

“I'm just glad none o' them ponies showed up.” Pinkie as Rocky then voiced.

“Oh, they're not so bad.” She tried to find it in her heart to voice otherwise even though she is now losing it as her eyes widen and smile grinned in a crazy manner.

“Not so bad? Puh-lease! They're a buncha losers!” Pinkie as Rocky badmouthed them.

“Oh, c'mon now. "Losers" might be a little strong, dont'cha think?” She insisted in their defense.

“After the way they treated you? I say "losers" isn't strong enough.” Pinkie as Sir Lintsalot retorted.

“Well, it was pretty rude...” Pinkie acknowledged while looking at a little bitter now.

“Pretty rude? It was downright deespicable!” Pinkie as Madame le Flour voiced with contempt.

“It was, wasn't it?” Pinkie then grew more upset at the thought.

“If I were you, I wouldn't speak to them ever again.” Pinkie as Mr. Turnip said.

“You know what? I'm not gonna speak to them ever again. And I'm not gonna invite them to another party as long as I live!” Pinkie then angrily vowed after taking her own conflicting personality to heart. “They don't deserve to be invited to my parties. Not after the way they've been acting.”

“Deeespicable! Yes, zat’s right.”

“Such losers!

“Well done.”

“Yeah!”

“You show 'em!”

Her inanimate friends cheered for her to give them a piece of her mind just as Pinkie heard a knock on the front door.

“Who could that be?” She wondered as Rainbow and Bunga opened the door to greet her.

“Hey there, Pinkie Pie! Sorry we were in such a rush earlier.” Rainbow apologized to the glaring mare.

“Had some place to be and couldn't slow down and say, "Hello." You know how it goes.” Bunga added.

“I know how it goes, all right!” She responded through her gritted teeth leaving Rainbow creeped out at she has been doing just now.

“Yeah... so, why don't you come with me over to Sweet Apple Acres?” Rainbow then offered.

“No thanks.” She bitterly refused as she made her way back to the table. “I'm spending time with my real friends. Isn't that right, Madame le Flour?”

“Oui! Zat iz correct, madame.” Pinkie as Madame le Flour confirmed.

“Uh... Pinkie Pie?” Bunga asked out of concern as even he was getting creeped out by her over the edge demeanor.

“Come on, Pinkie. We said we’re sorry.” Rainbow tried to make their apology clear to her. “I mean yes we bailed on you but we had a good reason to.”

“Another slice of cake, Sir Lintsalot?”

“I'd love one.”

Pinkie asked to her imaginary friend who replied in kind as she continued to ignore them.

“Aaallrighty.” Bunga just said while now creeped out of his mind as Gummy bounced on a party balloon while motioning to Rainbow that she is now crazy in the very bad way. “What do you say we get on out of Creepytown and head over to Applejack's...” He suggested with a forced smile as he tried to approach her.

“She's not going anywhere.” Pinkie as Mrs. Turnip stated as she got in between them.

“I most certainly am not. I'm having a wonderful time right here.” Pinkie repeated.

“You should really just come with me.” Rainbow tried to insist otherwise as she looked down at the mare ducking under the table and pushing Rocky towards the two.

“You heard the lady! She ain't goin' nowheres, chumps!” Pinkie as Rocky stated to which got Rainbow and Bunga’s blood boiling.

“Who you calling a chump, chump?!” Bunga retorted in the rocks face’s to which Rainbow sighed just wanting Pinkie to just come with them.

“Ugh... That's it. Party's over. Come on, Pinkie Pie!” Rainbow firmly declared as she flew right behind her.

“No!” She still refused with her head up high.

“Pinkie Pie, let's go!” Rainbow again commanded.

“I said no!” Pinkie again repeated in refusal.

“You...have to... come with... me!” Rainbow still pressed as she struggled to make her leave.

“No... I... don't!” Pinkie asserted herself as she sat on the Pegasus trying to force her out.

Rainbow ended up crashing into the table as she pulled herself out of there with a slice of cake landing on her head.

“Mmm!” Bunga voiced his delight as he ate the cake off of her head. “Delicious.” Rainbow briefly frowned at the honey badger to remind him to focus. “Oh right!” He said as he gulped the cake down before adopting a very serious expression and demeanor. “Very well then.”

“You wanna do this the hard way?! We'll do this the hard way! Because you’re going if we have to drag you every step of the way.” Rainbow declared as Rainbow grabbed Pinkie on the front side while Bunga placed his claws on her back side as they both pull and drag her over to Sweet Apple Acres with Gummy riding on her mane again to tag along for the ride.

It took a combined effort of the two, but they managed to pull it off.

“We're... here...” Rainbow voiced to the others inside the barn as she opened to door as the whole Guard along with Spike all shouted together while wearing party hats.

“Surprise!”

When they all opened their eyes, they all expressed silent shock upon seeing the mare with her darkened fur coat and flatted mane and tail as Bunga and Rainbow pushed and pulled her inside.

“I really thought she'd be more excited.” Fluttershy whispered to the others as Pinkie clearly heard it.

“Me too.” Beshte whispered back as Pinkie voiced her anger towards them.

“Excited? Excited?!” She furiously roared. “Why would I be excited to attend my own farewell party?!”

“Farewell party?” Twilight questioned as she and Kion share a confused look together as Pinkie further roared back.

“Yes! You don't like me anymore, so you decided to kick me out of the group and throw a great, big party to celebrate! A "Farewell to Pinkie Pie" party!”

“Why in the world would you think we didn't like you anymore, sugarcube?” Applejack questioned.

“Or even think we were planning to kick you of out the Guard?” Fuli added.

“Why? Why? Why?! Why?!” Pinkie furiously responded in their faces along with Rarity and Fluttershy’s all the while lifting herself off of the ground in rage. “Because you've been lying to me and avoiding me all day, that's why!”

“Oops.” Bunga voiced as the others eye each other seeing what it ended up causing with the same realization.

Everyone all then just calmly smiled as they all cleared up the misunderstanding.

“Uh, yeah! Because we wanted your party to be a surprise.” Rainbow casually explained.

“We'd been planning this party for such a long time, we had to make excuses for why we couldn't attend Gummy's party so that we could get everything ready for yours.” Rarity added.

“Although we admittedly could have done a better job of handling it even when with all things considered.” Ono also added as Twilight then spoke.

“And besides, If this is a farewell party, why does the cake me and Kion picked up from Sugarcube Corner say "Happy Birthday, Pinkie Pie"? She then said as they directed her attention to said cake with writing exactly as it says on top with her face on it.

As Pinkie gets a better look at the party set-up and cake she then remembered what today is as her mane returned back into its poofy state with her mane turned bright pink again as she cheerfully voiced.

“Because it's my birthday! Ooh, how could I have forgotten my own birthday?” She happily exclaimed as she pulled her friends close together for a group hug. Everyone all sighed in relief seeing that Pinkie now understands what was really going on the entire time. “And you like me so much you decided to throw me a surprise party! How did that even slip by me?”

“Maybe because you were busy planning and throwing parties every day to even keep track of.” Fuli voiced her thoughts while suggesting that she tones her party throwing a little.

“Well…yeah.” Pinkie then said embarrassed seeing of how she got a little carried away there.

“You girls are the best friends ever”!” Pinkie then happily proclaimed before bowing her head in regret. “How could I have ever doubted you?”

“It's okay, Pinkie Pie.” Twilight held nothing against her as she walked up to her.

“It could have happened to any of us.” Kion added as he along with the others walked up to her too. "And for that we apologize for the misunderstanding on our part."

“I'm just glad I haven't been replaced by a bucket of turnips.” Rainbow then voiced her delight.

“Nor a bag of flour or a pile of rocks.” Bunga added as everyone else shot strange and questioning looks at them.

“Huh?” Kion and Twilight asked of what they meant by that as Pinkie nervously and embarrassingly grinned.

“You don't wanna know.” Bunga then said as he shook his head refusing to explain why.

“Trust us.” Rainbow added to emphasize they are better off not knowing of her little crazy in the head episode.

“All right, girls! Enough of this gab.” Applejack voiced to the others as she placed the needle on the record on the record player. “Let's party!”

With the party on underway, everyone all celebrated Pinkie Pie’s birthday as they all have cake and danced together.

During the party, Twilight managed to put together another letter for the Princess together that went like this.

Dear Princess Celestia,

I am writing to you from the most delightful party. I'm not only having a great time with my friends, but also was given the opportunity to learn a valuable lesson about friendship. Always expect the best from your friends, and never assume the worst. Rest assured that a good friend always has your best interests at heart.

Your faithful student,

Twilight Sparkle

As the party went on as everyone and including Spike all get together for a conga dance Pinkie then asked the others another question.

“You girls wouldn't mind if we celebrated Gummy's after-birthday party too, would you? His party was cut short, and he's pretty upset about it.”

“Oh, definitely.”

“Aww, he was upset?”

“For Gummy, yeah!”

“Yeah, why not? Let's have a party for Gummy.” The other ponies agreed as said alligator chews on one of the party balloons while not popping it due to not having teeth.

“Just not so soon.” Fuli again suggested.

“Of course.” Pinkie returned and accepted the request as everyone all continues to party together with another valuable friendship lesson learned from today.

All the while the mysterious figure’s green eyes glowed as he narrows them from outside at the nearby window in the group’s direction as he recalls witnessing what had transpired through the day before quickly leaving the scene before being spotted.

Episode 37: The Best Night Ever

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Episode 37:

The Best Night Ever

Ever since the two worlds have opened their doors to each other, a majority of the population has been mostly sticking to home roots. Well at least not until the day the Grand Galloping Gala to which they all decided to come over to the grand and royal roots of the Canterlot Palace hosted by Princess Celestia herself with Princess Luna planning on attending the event as well.

The day that everyone has been looking for is now finally here as the previous days and weeks everyone from the Pride Lands had come over to Rarity’s shop for a fitting for their dresses and tuxedos since of course formal attire is a must.

It was a daunting effort that took weeks to prepare for the entire kingdom but with help from Ono’s keen sight along with the rest of the Guard’s efforts in organizing and taming the large crowds it was all doable and everything got done in time. By then the only fittings and touch ups left are the outfits for the Lion Guard, the Pony Guard’s, and most importantly the Royal Family’s.

“Ahh! I... can't... believe... the Grand... Galloping... Gala... is... tonight!” Pinkie happily and eagerly expressed while jumping up and down on a trampoline while annoying Twilight who is sitting and reading her book while Fuli who managed to get a head start on the group is currently sitting and cleaning herself.

“Pinkie! Please stop shouting, I'm trying to concentrate!” She addressed the pink earth pony while controlled patience just as Rarity and Ono came outside.

“Pinkie! What the hay are you doing?!” Ono exclaimed in shock as they rushed over there.

“Pinkie Pie! Stop that right now.” She chastised her. “It's time to prepare for the Gala, and I refuse to let you put on your new dress when you're all sweaty.”

Pinkie then obeys as she gets off of the trampoline as she curiously observes Twilight sitting and reading from her book.

“What's Twilight doing?” She whispered to Spike and Ono.

“She's got an awesome magic spell she's been working on for the Gala.” Spike answered.

“Said to be very promising.” Ono added from what he knows about it just as Rarity wonders where the others are as she is starting to get impatient with their tardiness.

“Where are the others? It's getting late.”

Just as soon as she said that the rest of the Guard showed up.

“Hold your horses, girl. We're here.” Applejack added.

“Sorry we’re late.” Beshte apologized.

“Took you all long enough.” Fuli commented as she continues cleaning her fur. “Even when I got here on time, I still had time to clean myself up.”

“We didn’t mean to be.” Kion explained. “We would have been here sooner if we hadn’t had to deal some Pride Landers along the way who were all getting anxious about tonight’s event on our way over.”

“Some of them were still nervous about leaving the Pride Lands to show up.” Bunga added while still feeling perplexed considering they had months to prepare for the big day. “Which I find rather puzzling to be honest?”

“Considering they are all about to be meeting with other ponies in Canterlot. You can’t really blame them.” Beshte understood what’s going through their minds.

“And stepping out of their comfort zone isn’t always an easy thing to do. Common knowledge really.” Ono added.

“But thankfully I have managed to make everyone the perfect the dress and tuxedo for every Pride Lander attending there.” Rarity voiced her input. “So formal attire wouldn’t be a problem.”

“And in addition…” Kion added while wanting to put more focus on what’s more important while slightly eyeing the fashionista for her dressing priorities. “… All of the arrangements have been discussed so that everyone there is accommodated as my dad and the Princess have thought of everything needed for tonight. So this should work out smoothly.”

“Perfect. I'm ready!” Twilight declared as she closed her book and stood up.

“For what?” Rainbow curiously asked.

“All right, Spike.” Twilight told him as he brought forward two apples.

“Oh, an apple!”

“Are we having pie?”

Pinkie and Bunga asked as everyone watches

“Shh!” Ono quickly hushed them so the magic master can concentrate.

“Watch!” Spike added as Twilight works her magic in turning the apples into two lovely and extravagant carriage big enough for seven per carriage to which awed everyone at the sight.

“Poa!”

“Un-Bunga-veilable!”

“Nice.”

“Hapana!”

“Hevi Kebisa!”

The Guard all said in delighted surprise.

“Awesome! Wow! Lovely!”

The Mane Five all said together as they awed her latest magical creation.

“Thanks, but that's just the start.” Twilight said to everyone before turning to the group’s animal-loving friend who had some mice in her mane in tow. “Fluttershy, did you bring your friends?”

“Yes. Will they be safe, Twilight?” She asked still uncertain over what she has in mind for them.

“You have my word. Ta-da!” She promised as she performs her spell on them to transform them into horses with mouse heads instead horse heads which left everyone speechless yet complimented regardless seeing of how hard and proud Twilight worked on this. “Neat, huh?” She said to everyone before turning to assure Fluttershy. “And don't worry, they'll be mice again at midnight.”

But as soon as she said that the devious mice hunting cat of Rarity’s just had to have the urge to scare them off.

“Opalescence, no!” Fluttershy cried out as the mice-hating cat ignored her and pursed the group of mice-turned-horses out into the distance.

“Wait! Come back!” She called out to them to no avail as the cat just left them without someone to pull their carriage. “Those horses were supposed to pull our carriage. How will we get to the Gala?”

“Whatever shall we do?” Rarity said in a sarcastic yet dramatic manner before turning to two gentle-colts nearby.

“Uh... ahem. Excuse me. Uh, would you boys mind pulling our carriage to the Gala?” She kindly asked of them while working up her eloquent charm on them.

“Oh. Yeah. Right.” Twilight felt and stood corrected while awkwardly grinning as they were all more than happy to comply as they pulled the carriages up front.

“And don’t worry about me Twilight.” Beshte spoke up finding it no problem. “I’ll be more than happy to carry one of the carriages over to the Gala.”

“You sure?” She felt the need to ask again to make sure he's okay with that.

“Sure. I don’t mind.” He replied with a smile that makes it clear that it’s no trouble at all.

Ono then flew over to the carriages and got a good count of the number of seats and counted thirteen seats.

“What’s with the extra seat?” He asked.

“What do you mean?” Twilight inquired.

“There’s four members of the Lion Guard along with the six ponies, and Spike. So that just leaves two extra seats. Who are they for?”

“Well, one of them is for Kiara since she wanted to ride with us.” Twilight explained. “And the other is because I was thinking we could have Kyoga ride with us.”

“Really?” Ono asked finding it a little out of place. “Are you sure about that?”

“Of course.” She remained certain. “Who better than the one’s showing her the time of her life?”

“Well…” Ono tried to think of something before shaking his head against speaking his mind. “…Never mind. I can’t think of anyone else better.”

As soon as the travel arrangements were all set up, they all went inside so they can all get cleaned and dressed up for the big night tonight.

The girls were all separated from the boys so Twilight, Applejack, and Fluttershy can get their manes properly done while Fuli watches while relaxing with hot towels on her fur to help her relax more along with Rainbow. Pinkie herself ended up toying with one of them to which she ended up getting literally blown away by it.

Rarity was with the boys in getting their fur and hair combed up and of course Bunga along with Pinkie couldn’t help but goof around with one of the fans from the girl’s room ended up frazzling his white fur to the point it looked as spiky as a porcupine.

Nevertheless, Rarity managed to get the boys all groomed before doing the same with the girls as she checks up on them.

Spike who had already gotten himself ready aside from his tuxedo got impatient and knocked on the door to the girl’s wanting to talk to them.

“Come on, you guys. Let me in!”

“Sure thing, Spike.” Rainbow replied as she moved to answer the door until Rarity cut him off as she blocked the door.

“Heavens no, we're getting dressed!”

“Dressed?” Bunga spoke rather confused as much as Applejack and the other’s from the Lion Guard. “What do you mean? We all walk around without clothes all the time.”

“Beg your pardon, Rarity, but, I’m afraid he’s right because we don't normally wear clothes.” Applejack added in agreement as she walked up to her.

Rarity moaned as she reluctantly allowed the baby dragon into the room.

“I'm sorry, Spike. Some of us do have standards.”

“I still can't believe we're gonna be at Canterlot tonight.” Spike expressed his excitement that he concealed up to this point. “Our hometown, Twilight! And the best part is that we all get to hang out together all night long!”

“Uh... I-I don't know, Spike.” Rainbow voiced with uncertainty while trying to be gentle about it.

“We all have plans of our own that might make it difficult.” Fuli added while adopting the same approach.

“We'll just have to see.” Rarity just said as she puts on false eyelashes.

“And we're gonna be a mite busy.” Applejack added while giving Fluttershy’s hooves some cleaning complete with a literal spit shine to which the peagsus pony was a little disturbed.

“Busy having fun!” Pinkie added as her mane turned flat after it spent some time in the hair dryer for a moment before turning back to its poofy state.

“Oh... okay.” Spike said in disappointment as he was really hoping they would.

“Don't worry, Spike.” The lavender mare assured while touching her face up with powder. “We'll all get to spend some time together.”

“Great!” Spike replied feeling much better now.

“I wonder how Kyoga is feeling about all?” Twilight then asked.

“Hard to say.” Kion could only answer. “But she is planning on being there.” He added with confidence.

Elsewhere, in the Pride Lands back at Pride Rock both Simba and Nala are both fetching both Kyoga along with their daughter Kiara so they can head on over to Equestria towards Canterlot for the Gala.

“Hurry Kiara, it is time for our fitting.” The lion queen called out to their daughter.

“You too, Kyoga.” Simba added. “Since you too are on the guest list.”

“We’re coming.” Kiara called as she approached her parents as they all walk towards the portal together.

“Don’t see how I can refuse.” The other lioness added while a sounding a little begrudging on her part.

“Still not quite completely up to this are you?” Kiara figured what she is saying.

“If I wasn’t smiling would I be?” Kyoga deadpanned with a glance at the princess.

“Clearly not.” She answered with a light chuckle as she sees of how she walked right into that response.

“Not to worry, Kyoga.” Nala gently said to her. “The Gala will sure be worth going to and it means a lot to us and Princess Celestia that you can attend.”

“Especially since said someone has come to help my son, Twilight, and the Guard on multiple occasions.” Simba added with an approving smile. “You earned it.”

“Thanks, but I’m just not sure this Grand Galloping Gala is all that it’s all cracked up to be.” Kyoga still voiced her unenthusiastic tone about the big royal event.

“I wouldn’t be so sure about that.” Nala reminded her not to think too negatively.

“You might make some new friends while you’re there.” Simba added as they all cross the portal headed towards Equestria.

“We’ll see.” Kyoga at least kept up some positivity for the sake of the royal family she’s walking alongside as they all get prepared for the big night at Canterlot.

Hours later, Celestia’s sun has set with Luna’s moon rising as the big night everyone has been looking forward to as from the back borders of the Pride Landers to Pride Rock and Equestria have all made their way to Canterlot Castle all wearing tuxedos and dresses very fitting to their personalities and color.

Simba having the job along with Celestia to greet every guest had to arrive early with Nala. But the two managed to book a private train ride over to the castle so they didn’t have to deal with paparazzi bombarding them with questions and delaying them from getting there.

Kiara and Kyoga stuck around at Ponyville so they can ride with the girls and the boys riding their carriages on over to Canterlot. In addition to the dresses and tuxedos Rarity had designed for them a while ago, Kiara and Kyoga also had dresses too. Kiara had on a stunning red dress with a shade of color that matches her eyes while Kyoga had on one that was ice blue much like her eyes.

Kiara rode in the girls ride which was carried by the two ponies who Rarity hired while Kyoga rode in the guy’s ride with Beshte pulling their carriage. Even though Kyoga was still pressing forward with attending the event, she was really expressing the same excitement as the others as they talked about their expectations and thoughts going in as she remained mostly silent on the way over.

Spike wearing a tuxedo with a red bow tie held the reins of the girl’s carriage explained to the ponies up front of what he had in mind for the big night

“'Cause I planned out my insider's tour of Canterlot. I've gotta show Rarity the crown jewels, and Applejack the Princess's golden apple tree. And Pinkie, we gotta go to my favorite donut shop.” He told them as he turned to the girls and boys minus Kyoga all gossiping over their thoughts and plans for tonight.

“Then let's get moving! Hyah!” He then commanded while slapping the reigns of the ponies to get a move on although they did not kindly to that.

“Excuse me?!” One of them irritably faced the dragon in charge.

“Um... I...” He nervously and awkwardly tried to apologize.

“If you weren't friends with our neighbor Rarity... Hmph.” The other pony said while letting it slide this time around before they both pulled the carriage on over to Canterlot.

Once they all have arrived and as the carriages came to a complete stop. Spike then walked over to the doors and opened them to just them they can exit their rides with closed eyes. When he opens one he could only look on amazed by seeing everyone in their stunning dresses and tuxedos.

“Whoa! You all look... amazing!”

“I can't believe we're finally here.” Twilight already expressed what lies before their very eyes as they see the Canterlot Castle in plain sight along with everyone else with the exception of Kyoga who just looks on without a change of expression. “With all that we've imagined, the reality of this night is sure to make this... The Best Night Ever!”

“At the Gala

At the Gala.”

Twilight and then the choir of ponies nearby sang.

“At the Gala

In the garden

I'm going to see them all

All the creatures

I'll befriend them at the Gala.”

Fluttershy then sang as she dreams of her vision.

“All the birdies

And the critters

They will love me big and small

We'll become good friends forever

Right here at the Gala!”

She sang as the group of ponies march as the peagsus leads the way towards the entrance.

“All our dreams will come true

Right here at the Gala

At the Gala.”

The ponies sang behind her as Applejack stepped forward to sing.

“At the Gala (It's amazing)

I will sell them (Better hurry)

All my appletastic treats (Yummy yummy)

Hungry ponies (They'll be snacking)

They will buy them (Bring your money)

Caramel apples, apple sweets (Gimme some)

And I'll earn a lot of money

for the Apple family!”

Applejack sang as she envisioned a lot line of customers with a hefty pile of bits earned from it.

“All our dreams and our hopes from now until hereafter

All that we've been wishing for will happen at the Gala

At the Gala.”

A group of unicorns sang as they prepared to make way for Rarity as she steps forward

“At the Gala

All the royals

They will meet fair Rarity

They will see I'm just as regal at the Gala

I will find him

My Prince Charming

And how gallant he will be

He will treat me like a lady

Tonight at the Gala!”

She sang as she envisioned herself being a stunning sight to the guests with her eyes locked on Prince Blueblood as they gaze into each other’s eyes.

“This is what we've waited for to have the best night ever

Each of us will live our dreams

Tonight at the Gala

At the Gala.”

The crowd of ponies sang around her as Kiara seemed to spark interest in hearing of this prince Rarity has been talking about on the ride over.

“Been dreamin'

I've been waitin'

To fly with those great ponies

The Wonderbolts, their daring tricks

Spinning 'round and having kicks

Perform for crowds of thousands

They'll shower us with diamonds

The Wonderbolts will see me right here at the Gala!”

Rainbow sang as she dreams of what she had envisioned to happen in her mindset.

“All we've longed for

All we've dreamed

Our happy ever after

Finally will all come true

Right here at the Grand Gala

At the Gala.”

The crowd of ponies sang as the Wonderbolts all just performed a series of acrobatic movements as they fly towards the castle together.

“I am here at the Grand Gala

For it is the best party

But the one thing it was missing was a pony named Pinkie

For I am the best at parties, all the ponies will agree

Ponies playing

Ponies dancing

With me at the Grand Gala!”

Pinkie then sang as she happily bounced her way forward while envisioning a spark of cheer and dancing just as she envisioned.

“Happiness and laughter at the Gala

At the Gala.”

The crowd of ponies sang together.

“At the Gala (At the Gala)

With the Princess (With the Princess)

Is where I'm going to be (She will be)

We will talk all about magic and what I've learned and seen (She will see)

It is going to be so special

As she takes time just for me (This will be the best night ever!)”

Twilight then sang as she envisioned doing just that with the pony she has idolized and met from day one.

“Into the Gala we must go

We're ready now, we're all aglow

Into the Gala, let's go in and have the best night ever

Into the Gala, now's the time

We're ready and we look divine!”

Twilight and the other ponies sang together as they march their way towards the entrance.

“Into the Gala

Meet new friends!”

Fluttershy and Kion sang together as they joined by Twilight’s side.

“Into the Gala

Sell some apples!”

Applejack sang as they joined their three friends up front.

“Into the Gala

Find my Prince!”

Both Rarity and Kiara sang together as Rarity admires the princess for wanting to try her luck with the pony she had been talking about for quite a while.

“Prove I'm great

As a Wonderbolt is…”

Rainbow sang as the others joined by the other’s side as they march closer and closer to the gates.

“To meet!

To sell!

To find!

To prove!

To whoop!

To talk!”

The girls voiced their desires for the upcoming event as they prepare to go inside together.

“Into the Gala

Into the Gala

And we'll have the best night ever!

At the Gala!”

Everyone all sang together as they all walked across the bridge and inside the castle well expect for Kyoga who just follows after everyone as they all go inside.

“Yeah! This is gonna be the best night ever. You know why? 'Cause we're all gonna spend time at the Gala together...” Spike said to everyone just as they all went ahead their separate ways. “Or not.” He then said in disappointment as Kyoga walks up from behind.

“Looks like it.” She stoically said to the dragon who sighed in disappointment.

Taking pity for him Kyoga places a paw on his shoulder and offered. “Want to walk around and see what we can do together?”

“Sure.” Spike accepted while feeling a little pleased that she was kind enough to offer as they both pressed to venture the castle together.

At the castle entrance where Celestia and Simba are greeting every guest that comes in, Twilight wasted no time making her way towards her mentor who was standing alongside the lion king at the top of the stairs.

“Princess Celestia!” She happily greeted.

“Twilight! It is so lovely to see my star student.” Celestia returned just as pleased to see her again.

“Oh, I'm so excited to be here! We have so much to catch up on.” She expressed how much she has been waiting for this.

“Well, I want you right by my side the entire evening, so we'll have plenty of time together.” Celestia offered to which the unicorn was quick to accept.

“That's just what I was hoping you'd say.” She said as they prepared to greet the arriving guests at the party just as Kion walks up to greet his father who also had on a red-colored bowtie on his tuxedo like father like son.

“Hi, Dad.”

“Hello, Kion.”

They greeted with a hug.

“How’s greeting the guests been going?”

“Fine. Just fine.” He replied still as positive as Celestia. “Although I didn’t think I’d have to greet every guest.”

“Must be quite a task you got there.” He commented on the many arriving ponies and Pride Landers coming inside. “Well, I guess I’ll see you sometime later in the evening.”

Just before he could leave to wander what the Gala had to offer his father’s voice stopped him in his tracks.

“Actually, Kion. I was hoping you could stick around and help me greet these guests too. So that way others will get to greet the leader of the Lion Guard.”

Kion was hesitant to want to stick around for this but at the same time he felt compelled and unable to refuse.

“Okay.” He said with a forced smile as he joined by his father’s side. “Sure thing.”

Meanwhile down below, both Rarity and Kiara were both walking down the hallway together while admiring the scenery together.

“This place sure is lovely.” Kiara commented.

“It sure is.” Rarity agreed. “From all of the royal decorations and sequins everything is all….” She then locked eyes on a specific stallion walking outside “…dreamy…”

It was Prince Blueblood who gave the unicorn a smile as he walked outside to which the unicorn squealed in excitement upon seeing a potential hint that he likes her already.

“Hurry, Rarity...” She quickly moved to run outside but then slowed it back down to walking. “…oh, but not too fast…” She then moved with a fast walk. “But don't wanna lose him... wait!” She then moved to slow walking. “Have to play it cool.” She then gave up and ran outside. Oh, but don't be cold! I can't lose him, I can't! He's everything I imagined!” She couldn’t help up gaze at her Prince Charming who flashed her glancing and inviting eyebrow in her direction. Her and Kiara’s “Even better than I imagined.”

“Wow.” Kiara commented with a teasing smile. “I can see why you’re crazy about him. You sure have a crush on him.”

“I do not.” She defensively said with her head up high as she pressed forward which wasn’t fooling the princess as she still kept smirking at the fancy unicorn.

As the two walk over to meet him, Fluttershy and Ono both laid their eyes on the critters in the royal garden with a specific bird sparking their interest.

“Oh my! A meadowlark!” She exclaimed as she and the egret followed after it.

“You don’t see those everyday do you.” Ono commented as she sees that her dream is coming true.

“I think she's calling to me. It's exactly what I wished for!” She sang a little hum after it to which it whistled the same tune back to her which melted the peagsus’s eyes as she follows after the bird with Ono following her.

Also outside, Applejack found a nice crowded place in the center to set up her little apple business where with one kick of her hooves opened up her cart which displayed an assortment of apple treats.

“Howdy, partner! You hungry?” She asked a pony with green eyes wearing a blue flight suit with yellow lightning bolts on them.

“As a horse!” He replied.

“Well, what'cha hankering for? Caramel apple? Apple pie? Apple fritter? Apple fries?” She offered as she pointed to every apple good she’s got.

“I'll take that big apple pie!” He pointed to said pie on the top right corner shelf.

“Well, thank you kindly, sir!” She thanked as he paid up a couple of bits as he took his treat. “Yee-haw!” She celebrated to herself. “In the first minute, I made my first sale. Just like I expected.”

The Wonderbolt pony who purchased the pie made her way over to the V.I.P. section where another Wonderbolt approaches him in front of the two guard ponies watching over where ponies can enter the area.

“Always hungry after a show. Eh, Soarin?” The female Wonderbolt asked.

“Heh. Yeah!” He replied before gasping upon realizing he let go of the pie when he spoke up. “My pie!”

“Huwezi.”

Both Rainbow and Fuli quick caught attention to this as she quickly ran over in a flash to bounce the pie up back into the sky allowing Rainbow Dash time to catch and save it herself.

“You saved it. Thanks. Both of you.” He thanked them.

“Hey, no prob.”

“Eh, what can I say. It’s just a good thing I was there to catch it.”

The two replied humbly as the female Wonderbolt recognized the fastest members of the Guard while Soarin takes back his pie.

“Hey! I know two. You're the pony that saved us in Cloudsdale and won The Best Flyer Competition. And you’re the cheetah who coached her to victory and won that Fall of the Weather Leaves Marathon run.” He recalled as he pointed to each of the two.

“Hay yeah! Name's Rainbow Dash. Fastest of the Pony Guard.”

“And I’m Fuli, Fastest of the Lion Guard.”

The two proudly introduced themselves.

“Well, Rainbow Dash. Looks like your skills saved us again. Oh, well, at least they saved Soarin's apple pie.”

The three briefly turn their attention to the pony rather noisily eating his pie which Fuli found a little disturbing so to say.

“Wanna come hang out with us?” She offered to the two.

“Sure.”

“Why not?” The rainbow maned peagsus accepted as the cheetah shrugged as she accepted too.

“I'm... hanging... with the... Wonderbolts!” Rainbow squeed and giggled in delight just as they arrive the gateway to the V.I.P. section before being dragged inside by the cheetah just rolling her eyes while amused by her fangirling.

“Just get inside before they change their minds.” She just said as they walked in the specifically marked territory for important guests.

Inside the castle was the dance floor for the Gala to where Pinkie and Bunga made their way towards.

“There it is! It’s so un-Bunga-veilable!” Bunga gushed at the sparkling room with an orchestra playing music with a statue of a pony in the mind of the room.

“The shiny dance floor... the pretty party ponies... ooh, the fancy band... shiny! Pretty! Fancy!” She squeed as she could barely holding her excitement as Bunga knows what they gotta do. “Gotta dance!”

“I'm at the Grand Galloping Gala,

I'm at the Grand Galloping Gala,

It's all I ever dreamed.”

Pinkie sang as Bunga took a turn at singing the song.

“It's all I ever dreamed, woo hoo!

It's all I ever dreamed, yippee!

I'm at the Grand Galloping GalaaaaaaaaaaAAAAAAAAAAAA!”

Bunga sang as the two suddenly stopped and saw that everyone was giving her looks that it is uncoth for them to behave and dance like that.

“It's all I've ever... dreamed?” Pinkie then silently said to Bunga who looked just as stunned that their dancing would be greeted with this kind of negative reception.

“Are we sure we are at the right party?” Bunga asked.

“We are. I just don’t know why no one’s interested in our dancing.” She replied juts as lost as the honey badger as they hear cheers and laughes from Timon and Pumbaa as they both dance to their tune in a conga fashion all around the ballroom.

“Come everyone!”

“Dance!”

The two called out to everyone as no one else wanted to take the bait and join in on their fun.

“Party poopers.” Timon grumbled before returning to his upbeat attitude.

“I’ll say. They don’t know what they are missing.” Pumbaa nonchalantly replied as he continued doing the conga with his best friend.

Back outside Rarity and Kiara were both meeting up with the prince just as the former was sniffing a red rose.

“Well, hello. I am Prince Blueblood.” He greeted.

“I am... Rarity.” She returned as she looked aside with a slight blush on her cheeks.

“And I’m Kiara. Nice to meet you.” The princess also greeted while able to make eye contact with him.

Oh my, what a lovely rose.” Rarity commented on the nearby flower.

“You mean... this rose?” He replied as he picked it from the bush to which got a big smile from the unicorn expecting to be given it only for him to just place on onto his shirt collar. “Thank you. It goes with my eyes.” He returned as both Rarity and Kiara returned puzzled looks as they were not expecting that self-serving gesture at all.

Back at the gardens, Fluttershy is still humming towards the meadowlark who still hums the same exact tune back at her.

“My little meadowlark is right around this bend!” She said as they rush over in the direction of the bird’s voice.

But to their surprise it was actually a gardener pony dressed like a farmer who was whistling the tune.

“Hapana! Was that you?” Ono addressed the pony.

“Yep! I love whistlin' while I work.“ He replied as he carried out his job of raking the leaves that had fallen from the tree.

“Oh! Yes... well... e-excuse me.” Fluttershy awkwardly replied before turning to find the garden critters right in front of them.

“Ah, there they are.” Ono stated as they both see what they were really looking for.

“Oh! I see a toco toucan! And a spider monkey! And, oh! Is that a wallaroo?” She commented in awe as she flew over to greet them only for them all to instantly run away. “Oh, Fluttershy. You're such a loudmouth.” She lamented as she found that rather disheartening.

“I wouldn’t say that.” Ono eased the sting in her heart. “Maybe they just didn’t take the time to really know you is all.” He then suggested.

“Hopefully.” She said hoping the same way while still hurt that critters for once would run away from her for a change.

Elsewhere at the V.I.P. section both Rainbow and Fuli weren’t having much luck either as whenever they try to talk to the other Wonderbolts they seem to be ignored in favor with random gossip with the other ponies and Pride Landers as they had to force their way through the crowd just to reach them.

“Hey, Spitfire! You ever done a rain cloud double backflip? You ever soared past lightning? It's awesome!” Rainbow tried to speak to her and Soarin but due to the loud chatter around them it was very hard for them to get a word down through their ears.

“So much for being able to talk to your idols tonight.” She sarcastically commented as Rainbow shared a look of disappointment with the cheetah.

Back at the entrance, Celestia and Simba are still greeting the many guests eager to greet the two rulers with Twilight and Kion’s company.

“Welcome to the Grand Galloping Gala.” The white alicorn greeted one of the ponies who bowed to her before making her way through the palace as her student tried to strike up a conversation.

“Princess! I've been so excited to spend time with you and—“

“Yes. Me too, Twi—“ She returned before having herself interrupted from greeting another guests. “Oh, good evening! Welcome to the Gala. Which is why I—“ She then tried to continue until being instantly greeted by more mares. “Ladies! Lovely to see you again.”

“Welcome to the Grand Galloping Gala.” Simba greeted the Pride Landers that were invited and could make it.

“Thank you for inviting us your highness.” Ma Tembo greeted while shaking his paw with her trunk before pressing forward with her son Mtoto.

“Great to see you, Kion!” He greeted the prince before walking alongside with his mother.

“Looks like getting a chance to talk to the Princess is gonna be a magic trick in itself.” Twilight sadly whispered to Kion who is just having a hard time with this as her.

“That along with actually being able to spend time with anyone else.” Kion voiced his disappointment as he continues to greet the other guests with his father. “I wonder if the others are having any better luck?”

At the same time, Beshte is wandering around trying to find something exciting to do but alas, could not because he really wanted to spend time with his friends much like Spike as he came across Applejack who is currently having little luck with her apple selling business.

“Doing okay?” He asked her.

“Just dandy.” She sighed as she lamented. “First minute, first sale. Second... fourth... sixth... sixtieth minute... no sales. This ain't what I expected at all.”

“Me neither.” He replied as he too sees of how pre-occupied the others are with their pursuits. “It’s not really any fun without any friends for company.”

“I'm at the Grand Galloping Gala... and it's not what I dreamed.” Pinkie lamented as she and Bunga sadly sank their heads onto the table on the side of the dance floor.

“Me neither.” Bunga agreed not even bothering to get something to eat. “This party is horse crud.”

“This isn't at all what I imagined.” Rarity commented as the prince only laid out a pillow for himself to sit out when the unicorn expected to be offered the generous and comfortable sitting while Kiara was further disgusted by his selfish attitude.

“Me neither. This pony prince is a jerk.” Kiara agreed while appalled by his rudeness.

As the alicorn princess along with the lion king continue to greet the guests both Twilight and Kion are both putting up forced smiles as they help greet the guests in kind too.

“This isn't what I hoped.” Twilight sadly voiced her disappointment.

“Me too.” Kion voiced in agreement.

“This isn't hanging out.” Rainbow voiced as she finds herself unable to talk to anypony else other than the cheetah next to her.

“Me too.” She voiced not finding this party as all as she thought it would be.

“This isn't what I wished for.” Fluttershy voiced as her ears drooped as every bird and critter keeps flying and running away from her.

“Me neither.” Ono said. “This isn’t like what a party should be. And that’s coming from me.”

“No!” Twilight and Kion voiced not about to give up just yet.

“We waited all my life...” Rarity and Kiara voiced with the same determination.

“...for this moment!” Fluttershy and Ono finished.

“And I'm not going to...” Pinkie and Bunga vowed.

“ ...let it slip by!” Applejack and Beshte finished the vow.

“If it's the last thing I do...” Rainbow and Fuli voiced their determination.

“...I'm gonna make this...” Twilight and Kion declared as everyone all vows for…

“...the best night ever!”

Meanwhile, Spike and Kyoga have walked around the palace trying to find something interesting to do, but they both came up empty-clawed as nothing about the Gala was really sparking interest into getting them to do something.

“Ugh! This is what I expected at all.” Spike voiced his disappointment.

“Me neither.” Kyoga agreed too. “All of this fancy shmancy set-up is just boring me to death.”

“You can say that again.” Luna commented as she and Nala appeared right in front of them.

“Oh!” Spike exclaimed as he quickly bowed to them while having Kyoga do the same. “Princess Luna! Queen Nala! We were just…” He frantically tried to explain himself.

“It’s okay, young ones.” Luna interjected to assure no apologies are necessary. “The Grand Galloping Gala even though it’s my first year back is needless to say quite dreadfully boring so to say.”

“You don’t say.” Kyoga deadpanned with dull surprise in contrast to Spike.

“Why is that?” He asked.

“Even before being banished the Grand Galloping Gala usually consists of ponies lining up at the front door eager to greet us which would last for hours.” She explained.

“Much like my husband is doing right now.” Nala added as she got the idea herself.

“That’s right. In fact it lasted for hours and by the time they are done there is hardly any time for us to have fun on our own.” She added as she sighs at the memory. “Even while I was gone for a thousand years traditions still haven’t changed and it is pretty clear now that they are at must be upheld every year.”

“You mean back from when you were Nightmare Moon?” Spike couldn’t help but comment to which earned him a stern look from Nala.

“Spike, hush.” She reminded him to be a little more sensitive.

“It’s okay.” The night monarch assured it’s no big deal. “Not that everyone is ready to see me around there nor acknowledges my presence.”

“But you were there when the elephant’s held a concert for you.” Spike pointed out. “And they were very warm welcoming of your appearance.”

“Because, they only saw the pony you are all seeing today, not the pony that brought forward eternal night.” Luna corrected him.

“Right.”

“Must be very tough to be separated from your family, doesn’t it.” Kyoga sympathized with the alicorn.

“I cannot even deny of how true it is.” She responded as the two walk out to the nearby balcony while Nala and Spike watch. “Even after being reunited I still bear the scars from the experience even when it seemed I’d never see her again.”

“I hear you.” She replied in an understanding tone as they both look at the lioness’s scars as she unveiled her dress to show them to her. “Hear you loud and clear.”

“Oh my.” Luna gasped with a hoof up to her mouth in shock. “How did that happen?”

“I’d rather not talk about it.” She persisted as she turned away unable to bear to think about the memory of how she got them as the memory of getting mauled and slashed runs through her mind just as tears stream through her face.

“It’s okay.” Luna comforted her as they embraced each other. “You don’t have to tell if you don’t want to.”

Both Nala and Spike watching this were rather saddened to see the lioness break down like that.

“I wonder what happened back then?” Spike asked the queen if she has any idea of how it happened.

“I’m afraid I don’t know Spike.” She replied that she doesn’t know the answer either as they watch the scene from just inside looking out towards the balcony. “Only time will tell of when she is ready to talk about it.”

“How about we go and talk some more somewhere else?” Luna offered.

“But what about the Gala?” She brought up.

“I’m quite certain they’ll all manage without me.” She replied. “It’s not like I a missing anything important or exciting here.”

“True.” She acknowledged as they prepared to make their way towards the exit of the castle.

“Where are you going?” Spike asked.

“We’re going to go out to talk some more over doughnuts and coffee.” Luna answered. “Want to come?”

“Sure!”

“How about you miss?” She then asked Nala.

“I think I am going to decline for now.” She answered. “I’d rather be there for my husband with the hopes of sharing a dance with him later on.”

“As you wish.” She accepted as the three made their way over to the exit as they all left together while Nala returns to the hallways to await for Simba to be finished greeting their guests at the top of the stairs.

Elsewhere, deciding to take action, Fluttershy decides to lay out a carrot bait trap for the critters while Ono watches from the sky who gives her a wing signal that it’s all good.

“I just have to be more bold, like Twilight says.” She said to herself as she then loudly says to the nearby critters. “I'm so sorry to have scared you, my friends! But I'm leaving now, so you can all come out!”

She quickly ducked for cover under the nearby bushes expecting one of the bunnies to take the bait to which she pull down the box tied up to the string in her mouth. As soon as she heard a crunch she yanked the rope and slowly yet gently approached her trapped prey.

“Gotcha!” She declared before walking over to the trap. “It's okay. I promise not to hurt you. I just wanna be your... friend?” She then said in surprise when it turned out that the gardener from earlier was the one who actually took the bait.

“Mmm... sounds good to me.” He said as he continued munching on the carrot much to the peagsus’s dismay.

“Are you kidding me?” Ono just slapped a wing to his forehead that he is that gullible to fall for that trap.

While Rainbow and Fuli watch on looking at the very busy crowd the former tries to come up with a new idea get in a conversation.

“Come on, Rainbow! If they don't notice you, you gotta make 'em notice you.” She said to herself as she comes up with an idea as she innocently whistles and attempts to stage another pony rising up into the air and falling with her coming to the rescue but leaves when it didn’t attract not even a single pony nor Pridelander’s attention.

“Geez, what does it take to get someone’s attention around here?” Fuli irritably questioned to herself as she walked alongside with Rainbow Dash in frustration.

As the two walk off, Rarity, Kiara, and Blueblood all walk the opposite direction.

“Boy, this prince sure is a royal pain.” Kiara whispered to Rarity who sighs as she comes to see that too but tried to press to see the good side of him.

“Just give him a chance, Kiara. His princely side is sure to come out if you're just patient.”

“Miss Rarity! Miss Kiara! Stop!” He immediately raised a hoof to halt them to which Kiara felt pleased with his seemingly good manners for once seeing they nearly slipped on a spilled cup of water.

“Oh. Prince Blueblood! How chivalrous.” Rarity complimented.

“One would hate to slip.” He replied.

“Yes. One certainly would.” Kiara also complimented.

“One's cloak should take care of the problem.”

“Oh, of course it will.” Rarity replied as she and Kiara are finally warming up to him… until he used Rarity’s cloak to soak up the spill and walk off ahead leading to the pair’s smiles to fade in frustrated disappointment.

“Seriously?!” Kiara called out in his direction as Rarity retakes her cloak twists it to get all of the water off it before following after him. “Unbelievable! Even Kion has better manners than him.”

“No kidding.” She agreed as they both still persisted in following him as he grows less and less charming by the more time they spend together with him.

Pinkie and Bunga as they looks around the room trying to think of ways to liven up the party gasps as they both come up with an idea as they whisper something into the musicians ear’s for the tune they want them to play.

“C'mon, everypony! I know what will make you shake those groove-thangs!” Pinkie encouraged everyone as she spoke through the microphone before the comedic duo break out into a song together while turning to the musicians to play to the tune as Timon and Pumbaa join them on stage.

“You reach your right hoof in

You reach your right hoof out

You reach your right hoof in

And you shake it all about

You do the Pony Pokey meeting lots of folks with clout

That's what I'm talking about.”

Pinkie and Timon sang as Twilight and Kion got in on greeting the guests while shaking their hooves although Twilight had her hoof repeatedly shaking from one really shook her rapidly while Kion got into a little face-off of cold glares with Makuu the crocodile as they still make eye contact with disdainful looks as the green croc makes his way inside the palace.

“You step your left hoof in

You pull it right back out

You step your left hoof in

But you better help him out

You do the Pony Pokey but should find a different route

That's what it's all about.”

Bunga and Pumbaa then sang the next verse as she attempted to have a pony purchase some of her apple goods by setting up a trip and greet using a dozen apples to which left the farm pony empty hoofed with the patron refused leaving her disheartened that the attempt at selling failed.

Beshte who happened to be walking by took pity on him by scooping up the apples with his mouth before eating them while handing Applejack a handful of bits from his breast pocket to which left her feeling very grateful for the kind gesture.

“You kick your back left in

You pull your back left out

You reach your back left in

Just be brave and have no doubt

You do the Pony Pokey feeling like you're gonna pout

That's what I'm singing about.”

Pinkie then sang as Rainbow tried kicking a table to knock a drink off of it and onto her back hoof which got Soarin and Spitfire’s attention until they both got dragged off leaving Rainbow and Fuli disappointed and angered that those ponies had the nerve to do that just for a simple photo shoot.

“You tilt your head in

You tilt your head out

You tilt your head in

Then you shake it all about

You do the Pony Pokey even though your date's a lout

You're better off without.”

Pinkie then sang as Rarity, Kiara, and Prince Blueblood all get into a glare exchange as the prince expected the girls to open the door for him while the girls expected them to show some ladies some respect by opening the door for them as the prince does so while going ahead and shutting the door right after them leaving the two girls further incensed by him.

Elsewhere, Fluttershy is getting further driven mad by the critter’s refusal to befriend her as she resorting to more desperate measures to get them to cooperate with her leaving the egret watching over unsure of how to approach her without getting lashed at.

“You stomp your whole self in

You stomp your whole self out

You stomp your whole self in

And you stomp yourself about

You do the Pony Pokey and you give a little shout-“

“COME OUT!” Fluttershy shouted at the critters refusing to befriend her.

“That's what I'm talking about

You do the Pony Pokey

And that's what it's all about

Yeah!”

Pinkie, Bunga, Timon, and Pumbaa both sang together as their song came to an end.

“Young lady, this is not that kind of party.” One proper and uptight pony scolded.

“And the same goes to you too, young man.” Ushari also joined in a rather venomous tone while slithering away.

“Well I never…” Bunga turned away with crossed arms taking offense to that remark from the snake’s mouth.

“Ohhhhhh... they don't want a party. These ponies want a paaartay!” Pinkie then said thinking this is what they really want before bringing Bunga in for a whisper of their new plan to liven things up to get their attention.

“Don’t listen to them they just don’t quite understand of how parties truly work around here.” Timon told the two as they pressed forward their dancing.

“Talk about a couple of stubborn pigs.” Pumbaa remarked.

“Well I never…” One of the proper ladies commented and walked off in a huff with a pet pig in tow. "This coming from someone who is a pig."

“Whoops.” He then said in embarrassment that actually happened and remembering that he too is a pig.

Back outside both Rarity and Kiara follow the prince on their way to Applejack’s stand where they decide to give the cowgirl some much needed sales she has been asking for all night.

“Three apple fritters, please.” Rarity asked of the delighted earth pony who got them their requested goods.

“Three apple fritters comin' right up. That'll be six bits.”

“Ahem.” Rarity gestured the prince to be a gentleman in paying for the food.

“Ahem.” He returned expecting her to be the one to pay for them.

“Ahem!” Kiara returned rather assertively complete with a glare.

“Ahem!” He returned still refusing to back down and relent.

“You’re seriously going to force her to pay?!” Kiara angrily asked as her patience with him is starting to wear thin at this point as she just hands Applejack the bits herself before taking ahold of the tray holding the fritters. “It’s not like six bucking bits is a hefty price considering you are royalty.”

“Easy, darling.” Rarity said to her as she placed a calming hoof on her chest before she could get into an argument with him. “And thank you, Kiara.” Rarity expressed gratitude for her generosity as she helps herself to her apple fritter. At least some princess here has good manners.” She then said while giving the prince the stink-eye for his attitude as he bites into his fritter only to gag and spit it out.

“Oh! Fritters! Dumplings! Caramel apples! My royal lips have touched common carnival fare!” He complained in horror of what he had just tasted before walking off with dignity. “I'm going to the buffet for some... hors d'oeuvres.”

“Oooh!” Kiara snarled as her face turned red with anger. “For a prince he is really being so disrespectful to us! How the hay does Princess Celestia put up with all of this?!”

“I know what you mean darling.” Rarity sympathized with her as she presses a hoof on the princess to get her to calm down. “And I apologize for what you saw. I too honestly though he would be showing a lot better manners than this.”

“Guess that shows that not every pony is a good apple on the inside as much as the outside.” Applejack commented while taking pity on the two girls trying to please him as she then sees the source of her lack of business. “And no wonder nopony wants my food. They're fillin' up on those fancy-schmancy vittles. Well, my down-home apples are plenty good enough for this crowd. I'll just dress 'em up a bit and prove it to 'em.” She then vowed as she takes on a new approach as she pushes away her cart.

Meanwhile, Fluttershy’s sanity has been taking a nosedive as she is working on a more elaborate trap to try to catch her prey while Ono watches on in concern as she starts developing a twitchy eye.

“I'll catch you yet, my pretties. Oh yes. As soon as one of you little birds or monkeys or bears touches this net... you'll be mine! Mine!” She manically laughed at the terrified bunnies until she ended up walking into her own trap by accident. “Whoa! Um, Ono? A little help?”

“Sure.” Ono relented as he pecked his beak at the net to free her from her own trap.

Meanwhile back on the dance floor Pinkie and Bunga turn on the DJ as they both get into the beat to get them to party the way they dreamed of it.

“Come on, everypony! You wanted a partay? Now it's paaartaaay!”

“Yeah! Uh! Now that's a beat, yeah! Uh! C'mon, dance! Yeah, woohoo!”

The two cheered as they both wildly danced around the room just as Applejack came inside with a very tall and fancy apple-flavored cake.

“Okay, all you high-class ponies. Here's a highfalutin apple cake for your hoity-toity taste buds.”

“Stage dive!” The party pony and honey badger cheered as they ended up accidentally crashing into the cart carrying the cake which sent it flying across the room just as Rarity and Kiara enter with Prince Blueblood entering the room first after having the girls open the door for him.

The prince’s first instinct is to use the two girls as pony and lion shields to protect himself while they got cake splattered all over them and that was the last straw for both girls as they both angrily growled at him with their faces turning red in anger too.

“You, sir, are the most uncharming prince I have ever met!” Rarity began.

“We have been trying our hardest to get to you know and expected you to show some decency towards us but instead we get greeted to a selfish, arrogant, self-absorbed pony, who only cares about his bucking self!” Kiara furiously added.

“In fact, the only thing royal about you is that you are a royal pain!” Rarity finished as the prince was already intimidated by the two while quivering in fear along with the splattered cake on their faces.

“Ewww...! Uh, stay back! I just had myself groomed!” He complained.

“What’s the matter?” Kiara demanded.

“Afraid to get dirty?!” Rarity added as they both shake their heads of cake splatter on them which caused him to tumble back and crash into the statue which was headed for the crowd of Pride Landers and ponies nearby which also caught Rainbow Dash’s attention.

“This is my chance!” Rainbow seized upon the opportunity as she quickly flew over and stopped it from falling over.

“Huwezi!” Fuli shouted as she helped press her weight to stop the statue before breaking

“Yes!”

At least until she and Rainbow lost their balance.

“Whoa!”

Luckily for her, Beshte happened to be nearby and helped balance it out.

“I got it!“

But he ended up losing his balance when he accidentally slipped on some of the spilled cake.

“I don’t got it!” He exclaimed as the statue ended up crashing into the nearby pillars which caused them all to topple over and break apart creating a huge mess of stone rubble with the statue even falling apart in the process. “Oops.”

At that moment, Celestia, Twilight, Simba, and Kion were done greeting the guests with Nala finally able to meet up with her husband again as they all walked in to see the damage done to the dancing floor.

“Hevi Kabisa!” Kion exclaimed in shock as the others were rather silent with theirs as they see the damage along with their friends who mostly had their fair share in the blame for the damage done.

“Well... it can't get any worse.” Twilight whispered to Kion just as they heard rumbling from outside.

“Fluttershy, STOP!” Ono screamed just as the critters from outside burst inside while fleeing a now driven crazy mad pegasus.

“You're... going to love me!” She shouted just as the entire ballroom ended up going wild as everyone all ran around screaming as the critters all run around frantically leaving the others at the front door speechless.

“Um, um, uh, eugh...” Twilight struggled to make a word out of all of this until her mentor quietly told her.

“Run.”

“Stampede!” Both Timon and Pumbaa shouted as they all zoomed out of the door and away from the castle in a flash as they waste no time in getting the heck out of dodge.

She then whistled for her friends just as Kion called out to everyone.

“Let’s go, everyone!” Kion called out to everyone as they all follow her out of the door, down the stairs, and towards the exit, so they all can get the hay out of the castle before they could all get caught in the crossfire.

Just as Rarity and Kiara ran down the steps one of their glass slippers fell off to which Pinkie stopped and took notice.

“Ooh! Rarity, Kiara, your glass slippers! Now your prince is sure to find you.”

Rarity shrieked in horror at the thought and quickly ran up the stairs.

“AAAHHH! No!” She screamed as she stomped the slippers to multiple tiny shards. “Let's go!” She shouted as she quickly ran down the steps leaving the confused pink mare looking down on it in confusion just as Kiara grabs her to drag her out of there when she didn’t budge an itch.

Elsewhere, Luna, Kyoga, and Spike had retreated to a donut and coffee shop where they are treating themselves to donuts and coffee. Well at least Spike is engorging himself on as many donuts as he can while Luna and Kyoga were both really bonding more after the more they talked about their lives while leaving out the parts they really don’t want to talk about.

“Hey, Pony Joe. Another donut.” Spike demanded as he slammed his fist on the counter.

“Don't you think you've had enough?” The shop owner who was a unicorn with light brown fur, along with a short darker shade of brown hair on his mane and tail, green eyes, gray hoof-tips, and a pink frosted donut cutie mark, while wearing a white baker’s outfit asked thinking it was for the best of his health.

“Another donut! Extra sprinkles!” Spike insisted just as the heard the door bell ringing to where the entire Guard along with Kiara all arrived looking a little unsure of what to make of the chaos that ensued during the gala.

“Twilight Sparkle, ha ha! Long time no see.” Pony Joe greeted as Spike walked over to greet them.

“Princess Luna? Kyoga?” Everyone all exclaimed in surprise to see her here.

“What are you all doing here?” Twilight asked them.

“Well we all came together during walking around the castle since Spike was left alone at the entrance and there we came across Princess Luna who too didn’t express interest in the Gala much like me thinking it wasn’t as all cracked up to before coming here as we really got to know each other more.” Kyoga explained.

“Really?” Twilight expressed surprise hearing that. “Sorry, Spike.” She apologized to the baby dragon.

“It’s all right. I managed to get what I wanted out of tonight and as Timon and Pumbaa say Hakuna Matata.”

“That’s true.” Bunga agreed.

“Hey, how was the Gala? How was your best night ever?” Spike asked as he listens in on exactly of what happened after they got separated while they all helped themselves to doughnuts.

“That sounds like the worst night ever!”

“It was!” Everyone all said in unison as they all laughed together now finding the memory now worth laughing about.

“Looks like we didn’t miss anything at all.” Luna commented with a chuckle.

“Looks like I was right.” Kyoga commented as she too managed to find a good laugh out of it. “And I’m now glad we all went here instead.”

“Me too.” Spike agreed as the smile faded on Twilight’s face.

“Everything okay?” Kion asked.

“I just hope Princess Celestia isn't upset with us for ruining the Gala.” Twilight hoped.

“That was the best Grand Galloping Gala ever!” She said otherwise as she, Simba, and Nala appeared at the front door.

“Princess Celestia!” Everyone exclaimed in unison.

“King Simba! Queen Nala!” Everyone minus Kion and Kiara exclaimed in unison.

“Mom! Dad!” Kion exclaimed by himself.

“Pardon me, Princess…” Twilight felt the need to interject that claimn as she and the others approach them. “…but tonight was just awful.”

“Oh, Twilight. The Grand Galloping Gala is always awful.” Celestia interjected otherwise.

“It is?” Twilight asked in surprise.

“Really?” Fuli asked just as surprised as Twilight.

“Who would have thought of that?” Kyoga commented rather smugly in the slightest.

“That is why I was thrilled you were all attending. I was hoping you could liven things up a bit.” She further explained of why it turned out well for her as Spike and Applejack shard a silent laugh over it. “And while the evening may not have gone as you planned, I'm sure you'll agree that in the end it didn't turn out so bad for this group of friends.”

“You're right, Princess. Friends have a way of making even the worst of times into something pretty great.” Twilight came to realize.

“Yeah! Hanging out with friends!”

“Talking!”

“Laughing!”

Rainbow, Fluttershy, and Pinkie all voiced.

“You mean doing exactly what I wanted to do the whole time?” Spike voiced rather smugly knowing that he was right all the time about what he wanted tonight.

“Yes, Spike. You were right.” Twilight replied as the other’s gather around the table more.

“As horrible as our night was...” Applejack began.

“...being together here has made it all better.” Rarity finished.

“In fact, it's made it...” Pinkie began as everyone all finished together.

“...the best night ever!”

“You said it!” Timon said as he and Pumbaa joined in on the celebration.

“No kidding!” Pumbaa added as they made their way to the counter. “Um, a dozen doughnuts please?” He asked Pony Joe who willingly provided them a plate of them to which they both chowed down on. “Wow! Talk about tasty grub!”

“Sweet, sweet grub!” Timon agreed as they really got to enjoy the sugary and tasty treats for the first time ever.

Everyone all laughed together before they all decided to spend the rest of their night enjoying doughnuts and coffee as the lion king has some words to say.

“It sure was and definitely an experience we’ll never forget.” Simba said as he nuzzled his wife just as Rarity and Kiara share a high-five together for telling off that snobbish prince for his horrible treatment of them.

“It sure was.” Nala agreed. “Especially when we can finally spend time together just like what I wanted right from the start.”

“I know.” Simba acknowledged. “At least now there is nothing that can’t keep the peace here in Equestria and the Pride Lands.”

While everyone all together all helps themselves to a night of doughnuts, casual chatting, and much needed humor in their nights, they have all come to agree that in the end another very valuable friendship lesson has been learned even when things don’t go according to plan and that the two worlds are starting to emerge for an even brighter future on the road ahead…

At least to them as the mysterious figure watching the scene from the shadows again like he did just outside and inside of the palace all while gathering valuable and vital information of the most powerful ponies in Equestria along with the most powerful animals in the Pride Lands.

“That’s what you think Simba.” He said as he glared his green glowing eyes at the lion king having the time of his life with his family and friends before quickly leaving the scene with a bag of loot in tow.

Once he quickly ducked for cover in the nearby alley in the shadows he continues to watch from the shadows while eyeing the lion king, the royal sisters, and the leaders of the Lion and Pony Guard while setting his eyes specifically on Twilight as she converses with Kion while munching on a donut.

“For soon not only will your kingdom fall but so will this kingdom as I will take back what is rightfully mine because...” He sinisterly said as he removed his hood as he secretly said to himself as he appears as a very familiar face and appearance one has never seen in years.

A slender lion with reddish-orange fur and a black mane with a thin pink-colored crescent shaped scar over his left eye with some added muscle and a slightly healthier appearance in his skinny frame along with a small goatee beard.

“…I am Scar. The one and only true king.”

As Scar deviously smirks his eyes glow blinding hot green as he disappears in a flash with his newfound magical abilities while leaving behind smoke and dust in his wake as whatever he has in mind is starting to go underway…

Author's Notes:

In the Season 1 finale, we have Pride Landers and Equestrian citizens getting together at the long-awaited Grand Galloping Gala where they are all finally ready to start visiting each other's world's more, including Timon, Pumbaa, Ushari, Ma Tembo, and Makuu.

But when everyone gets there it's not as cracked up as everyone expected it to be as Kion is stuck with Twilight greeting guests, Bunga can't get the party upbeat, Kiara is meeting up with a very uncharming prince, Beshte can't find anything to do, Ono and Fuli are stuck trying to help their best friends as the former struggling with Fluttershy losing her mind when the critters aren't as quick to befriend her while the latter attempts to help Rainbow are all in vain.

Nevertheless, the end result worked out for the better as everyone got to do what they really wanted all along just like Spike wanted from the beginning, spending time with everyone together.

Speaking of which it includes a heart-felt conversation between Luna and Kyoga as they both reflect on their past a little with the scars inflicted on them from what happened back then...

With one familiar named antagonist who had been watching over the Guard throughout the whole season having benefited from what happened at the Gala as he prepares his next move with new power to back himself up with heading into Season 2.

The Season 2 opener's release date is to be announced some time once I am certain I am ahead enough in production of the current season as this story starts to take a darker and edgier turn now that a new threat is emerging with more apperances heading into this next upcoming season so stay tuned until then.

The Pony Guard (Season 1)

by MXCDarkHorse2020

Episode 1: Never Judge a Hyena by Its Spots

Episode 2: The Rise of Makuu

Episode 3: The Ticket Master

Episode 4: Applebuck Season

Episode 5: Griffon the Brush Off

Episode 6: Boast Busters

Episode 7: Can't Wait to be Queen

Episode 8: Dragonshy

Episode 9: Look Before You Sleep

Episode 10: Eye of the Beholder

Episode 11: Kupatana Celebration

Episode 12: Bridle Gossip

Episode 13: Swarm of the Century

Episode 14: Winter Wrap Up

Episode 15: Fuli and Kyoga's New Family

Episode 16: Fall Weather Friends

Episode 17: Bunga the Wise

Episode 18: The Search for Utamu

Episode 19: Suited for Success

Episode 20: Feeling Pinkie Keen

Episode 21: Sonic Rainboom

Episode 22: Follow That Hippo

Episode 23: Call of the Cutie

Episode 24: The Show Stoppers

Episode 25: Stare Master

Episode 26: A Dog and Pony Show

Episode 27: Green Isn't Your Color

Episode 28: The Call of the Drongo

Episode 29: Paintings and Predictions

Episode 30: Over A Barrel

Episode 31: A Bird in a Hoof

Episode 32: The Mbali Fields Migration

Episode 33: Cutie Mark Chronicles

Episode 34: Owl's Well That Ends Well

Episode 35: Bunga, Spike, and the King, and Princesses

Episode 36: Party of One

Episode 37: The Best Night Ever