Sleepless in Ponyville

Pony's Log Number 306: The opportunity to impress someone you look up to can be quite intimidating, especially when they want to share their best, and not their insecurities...

It was a bright and sunny day in Ponyville as Rainbow flew by jingling some bits in one of her fore-hooves. Some of other ponies were just minding their own business and doing their routines. It was then a familiar stallion came speeding down the street moving fast enough to make his four legs resemble a pin wheel.

"Can't catch me, Scootaloo!" Mario taunted playfully. It was then the orange filly came zooming down the street riding her scooter. Two ponies were just chatting with each with when Scootaloo came rushing by, sending both ponies spinning about and getting them tangled together. Mario then spin jumped and used his magic to create a spring that sent him over the small group of ponies walking about the street and continued on his merry way. Scootaloo simply plowed her way through the crowd, causing ponies to yelp and scream as they jumped out of her way. Then Granny Smith was in their path way. She and Mario just exchanged a high hoof with each other before Mario went on his way. Just as Scootaloo came within range, Granny Smith raised her back and tucked in her stomach so Scootaloo could jump over as the scooter rolled underneath Granny Smith's stomach and the orange filly continue on her way. Granny Smith just smiled and winked, making it clear she was used to Scootaloo and Mario speeding down the streets of Ponyville by now. Mario then came to a sudden stop when he saw some ponies arguing about an overturned wagon that had been loaded with vegetables. Mario went to access the damage and help clean the mess when he heard Scootaloo's wings buzzing. Mario, as well as the two ponies that had been fighting, gasped as Scootaloo approached. They all knew right away that Scootaloo wasn't going to stop. Gritting her teeth, the orange filly hoped onto the wagon and launched off of it at high speed into the air.

"Whoo-hoo!" Scootaloo shouted as she went airborne.

"Show off," Mario muttered as he quickly fixed the cart and the mess before taking off to the catch up with the gliding Pegasus, who had done a super hero pose on her scooter. It was then Rainbow hovered by with a glass of punch on her stomach.

"Nice moves, kid," said Rainbow. Scootaloo gave the smile of a filly who had just become star struck.

"Nice moves?" said Scootaloo as she stopped her momentum in mid air, "Rainbow Dash thinks I've got-"

THUD!

Scootaloo then fell back to the ground, landing in a large pile of hay that was being chewed up by two cows. Scootaloo then gasped when a cow went to grab some hay to eat when it grabbed her tail instead, making her gasp.

"...nice moves!" said Scootaloo.

"MOOO!" said a cow named Bessie as Scootaloo gave the cow a funny look. Mario then arrived.

"Are you alright, Scootaloo?" Mario asked.

"I'm awesome!" said Scootaloo, "Rainbow Dash said I have nice moves."

"Cool," said Mario as he pulled her out of the hay, "see you at the finish line!" Mario then took off to finish their race.

"Okay," said Scootaloo as she stood still for a moment and then blinked.

"Hey! Get back here!" Scootaloo shouted as she revved her wings and took off after Mario once more. In the end, she lost the race, but hearing Rainbow Dash complement her made the loss worth it.

(Main Theme)

Back inside the clubhouse, Apple Bloom and Sweetie Belle were playing checkers using horseshoe shaped playing pieces. Mario had bid the three girls farewell since he had to help out Rarity at the Boutique. Scootaloo was still hyped over Rainbow's comment.

"...Then, all of a sudden, I'm airborne!" said Scootaloo, "And Rainbow Dash looks over and was like, "Nice moves, kid"." As she told her story, she jumped into the air when she said that so she was airborne and then hopped up the side of the nearby ladder when she imitated Rainbow Dash.

"Woooow," said Apple Bloom impressed.

"She really said that?" said Sweetie Belle amazed.

"I mean, it's like she practically told me she wanted to take me under her wing, teach me everything she knows, and become like my big sister!" said Scootaloo as she wrapped a fore-hoof around Sweetie Belle. Apple Bloom and Sweetie Belle just exchanged worried looks as Scootaloo was biting her lower lip to avoid fangirling.

"I dunno about all that," said Apple Bloom.

"I was a really nice compliment and all, but..." Sweetie Belle added.

"I know, I know," said Scootaloo as she rubbed her fore-hoof in the floor, "But all that stuff I said could happen, right?" Scootaloo gave the two fillies a hopeful smile.

"Sure," said Apple Bloom.

"Absolutely," said Sweetie Belle.

"I just need to find a way to spend some time with her, y'know," said Scootaloo with a determined look on her face as she watched the blue Pegasus do some cloud busting outside, "so she can see more of my awesomeness."

"Well...Applejack and I are supposed to be campin' up at Winsome Falls this weekend," said Apple Bloom, "Maybe I could get my big sis to invite Rainbow Dash, and then you could come, too!"

"Really?" Scootaloo said excitedly as she flapped her wings.

"Sure!" said Apple Bloom with a smile.

"I wanna go..." said Sweetie Belle as she pouted.

"Well, duh, of course you can go!" said Apple Bloom with an eye roll.

"And I'll get Rarity to come too!" said Sweetie Belle, leaving the two filly stunned and unsure, "Rarity loves camping!" Sweetie Belle rubbed her fore-hooves deviously.

"I despise camping!" said Rarity dramatically once Sweetie Belle returned to the boutique and had asked the question. Mario was nearby just checking on the gem inventories, but was listening attentively, "All of that...nature..." Rarity shuttered.

"Think of it this way, Rares," said Mario, "You'll get a nice dry and wet mud facial and bath absolutely free! Use could even pack some cucumbers to slice!"

"Ha-ha-ha!" Rarity said indignantly. Mario just rolled her eyes at her.

"Applejack's going with her little sister," said Sweetie Belle before turning away sadly, "But, y'know, if you don't wanna spend time with me..." Sweetie Belle gave a squee as she made the saddest puppy dog face she could make.

"Oh no!" said Mario dramatically as he knelt beside Rarity as he held her, "Not that! Anything but that! Rares please! Make it stop! Make it stop!" Rarity just looked indignant.

"Oh, all right!" said Rarity as Sweetie Belle gave her a toothy smile as Rarity glared at Mario who stood up on his hooves and smiled at her.

"You go pack," said Mario, "and I'll manage the Boutique while you're gone." Rarity just smiled and sighed to herself.

"Of course I will need to find an outfit more appropriate for "roughing it"," said Rarity as she headed upstairs, "Ooh!" It was then Apple Bloom and Scootaloo popped out of their hiding place. They were both shocked at hearing that Rarity was coming.

"See? Told you she'd wanna go," said Sweetie Belle smugly as she walked away. Mario just chuckled as Apple Bloom and Scootaloo just looked at each other, still speechless.

It wasn't long before Apple Bloom and Scootaloo were walking down a path where some rushing water could be heard as they came up to Applejack. Each filly had their own saddle bags packed with their camping gear.

"You packed the bug spray?" Applejack asked. Apple Bloom did an air buck to make the can pop out of her saddle bag and fall back inside of it.

"Yup," Apple Bloom replied, "You got the canteens?" Applejack did her own air buck, making the canteens pop out of her bags and fall back into them.

"Yup," said Applejack, "Looks like we're all set then." It was then a dark shadow appeared before them. The three ponies turned around with their eyes nearly popped out. There was Sweetie Belle pulling a cart loaded with a tall mountain of baggage. Rarity was walking along beside her, wearing a pink mini dress with pale yellow shoes, a handkerchief that had her cutie mark tied around her head and mane tied up in a pony tail as well as a pair of pink sunglasses on her face. Mario had offered to carry the baggage and use a spare warp pipe to leave for the night and return in the morning, but Sweetie Belle insisted on pulling the wagon herself and Rarity agreed to it. Mario didn't approve, but he knew he had little power in changing their minds. Applejack then walked up to the two sisters.

"Gee, Rarity, did you remember to pack?" Applejack asked sarcastically as Rarity trotted ahead, leaving poor Sweetie Belle behind but smiled widely to say she could manage.

"Oh, well, let's see who gets the last laugh when you're absolutely desperate to curl your lashes," said Rarity as she came back with her sunglasses on her head, batted her own eye lashes, and put her sunglasses back over her eyes, "and you realize you didn't bring your eyelash curler." Applejack just gave Rarity a funny look and then rolled her eyes.

"Well, looks like we're all set now," said Applejack as Scootaloo was looking up in the sky and buzzing her wings.

"But what about Rainbow Dash?" said Scootaloo, "Isn't Rainbow Dash coming?"

"'Course she is, sugarcube," said Applejack, "She's gonna meet us up at our first campsite."

"Oh," said Scootaloo feeling a little disappointed, but then smiled as she looked up at the sky again.

"Alright, y'all," said Applejack, "let's move 'em out!" As they group headed toward the first campsite, a zoomed out view showed that the trail was very hilly for the most part. Rarity couldn't help but complain the entire way to the first campsite area despite the fact Sweetie Belle had to pull the cart with their luggage all by herself.

"Oh, are we there yet?" Rarity whined as she stopped moving.

"The last thousand times you asked that, the answer was no," Applejack answered annoyed, but then smiled, "This time, it's actually yes." Applejack then presented to the group an open area surrounded by trees and a small stream flowing on the right side. It was then a familiar rainbow streak zoomed across the background from right to left.

"There's Rainbow Dash up there right now," said Applejack as the rainbow streak then zoomed across the background from left to right. Rainbow then used her speed to smash right through a row of trees to cut out parts of their trunks so they could use them for seats. The trees even managed to stay upright and not fall over. Rainbow quickly set up the tree logs in a circle then whooshed over the stream to collects some stones. She then spread them out quickly in a smaller circle in the middle of the trunk pieces to set up a place for the campfire. Once she had finished, she hovered over the completed campsite setup. Scootaloo was amazed.

"Alright, Scootaloo," the orange Pegasus said quietly to herself with her back against Rainbow, "Just play it cool." Scootaloo then tried to head over to Rainbow in a casual manner.

"Hey, Rai-" Scootaloo's moment was ruined when she suddenly tripped, and then found herself trying to balance herself while rolling on one of the logs. She then tumbled off and rolled against the roots of another tree, which sent her flying back to the campsite. Rainbow ducked the avoid the spinning Scootaloo as the young Pegasus landed hard on her back. Scootaloo twitched and cringed painfully from the impact as a tear tried to escape her right eye.

"Hey, Rainbow Dash!" Scootaloo tried again after clearing her throat and looking like she was reclining on the ground, "What's up?" Rainbow just gave Scootaloo a funny look before glaring at the rest of the group.

"What took you guys so long?" Rainbow asked irritably as she hovered a little higher in the air.

"Well, some of us didn't pack as light as the others," said Applejack as she set her gear down and glared at Rarity, who had removed one of the shoes from her fore-hoof was just filing it and said nothing, "So we were slowed down a bit." Nopony seemed to notice that Sweetie Belle was struggling to pull the cart and had smiled apologetically to Applejack's remark.

It wasn't long before Applejack and Apple Bloom began working together to assemble their tent and it completely assembled in no time at all. Scootaloo just sat on one of the logs and watched as Rainbow flew over to the log and took a seat beside her.

"Looks like you'll be sharing a tent with me, huh?" Rainbow remarked.

"Heh, if that's okay with you," said Scootaloo with a shoulder shrug and cool demeanor.

"Sure!" Rainbow answered she rubbed a fore-hoof in Scootaloo's mane, "Long as you don't snore." Scootaloo had a giddy smile on her face until Rainbow brought her back to reality, "You don't snore, do you?"

"Nope. No Way. Not me," said Scootaloo answered, "Never snored a day or...night in my life." As the two Pegasi were talking, Rarity had finally found a spot for Sweetie Belle to stop pulling the wagon. Sweetie Belle then started grabbing some of the luggage out one by one as Rarity simply "supervised" for a bit and then grabbed a cube-like package that had a string attached to it with her magic.

"Then you and I are gonna get along just fine," said Rainbow as the two Pegasi exchanged smiles with other.

POP! SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSS!

These sounds stunned the two Pegasi as a strong gust of wind blew past them as Rarity pulled the string on her cube shaped package. This turned the package into a large two story luxury tent with a small balcony on the second floor with a canopy extending at the entrance. The other four ponies just looked at the site with their jaws hitting the floor.

"You have got to be kidding me," said Rainbow in disbelief as Rarity appeared in the upstairs balcony.

"Sweetie Belle, do be a dear and see if you can fine some fresh flowers for my bedside vase," said Rarity as she drop the vase below, which bounced off the canopy and onto Sweetie Belle's back. The little filly headed on her way as Rainbow, Scootaloo, and Apple Bloom watched the scene with smirks on their faces.

"Scootaloo, do be a sweetheart and see if you can gather some firewood," Rainbow asked, pretending to talk and act like Rarity. Scootaloo and Apple Bloom laughed.

"Seriously though," said Rainbow bluntly, "Can you get us some wood for the fire?" The two fillies stared for a moment.

"Of course!" said Scootaloo before zipping away.

By the time night had fallen, Applejack used a special mechanism made of two twigs and a string to create a fire.

"Okay, everybody get comfortable," said Rainbow as she hovered before the group, "'cause I'm about to tell you the best story you've ever heard." As Applejack and Apple Bloom sit on the giant logs, Scootaloo sat on the ground beside Apple Bloom. Rarity was just reclining on a chasse sofa she had brought with her as Sweetie Belle served her tea before taking a seat next to Apple Bloom.

"Is it about the time when Rarity had wings," said Scootaloo, "and then they got ruined, and then you had to save her from plummeting to her doom?" Apple Bloom and Sweetie Belle both winced at the suggestion and even Rarity had to turn her head away with a light blush on her face. Rainbow could tell Rarity looked rather uncomfortable.

"Okay, maybe it's the second best story you've ever heard," said Rainbow, "but probably still the scariest." Rainbow made her tone sound spooky as she hovered above Apple Bloom and Sweetie Belle, who looked both nervous and uneasy. Even Scootaloo was a bit startled.

"You like scary stories, right?" Rainbow asked Scootaloo, startling her and making her gasp.

"Mm-hmm," Scootaloo answered bravely.

"It all happened on a night just like this one," said Rainbow in a spooky voice and some eerie music could be heard, "in a forest, just like this..." The moon was already high in the night sky as Rainbow neared the end of her spooky story.

"...and then, The Olden Pony asked," said Rainbow as she mimicked the voice of an elderly mare, "Who's got my rusty horseshoe?"

"Not me!" said Sweetie Belle nervously as she and Scootaloo held Apple Bloom as there was a suspenseful pause of silence.

"You do!" Rainbow shouted as she zoomed up to them from the right. Apple Bloom and Sweetie Belle screamed and ran off. Scootaloo just stayed put but appeared to be in a state of shock. Rainbow just laughed.

"Something in my throat," said Scootaloo as she cleared her throat to recompose herself, "I wasn't scared at all. Heheh. Good story."

"Knew you wouldn't be scared," said Rainbow, "The way you jumped that cart the other day, you're like me - fearless." Rainbow then rubbed her fore-hoof onto Scootaloo's mane again and then flew to the top pole on Rarity's tent, making it bend sideways as she stood on it.

"Yeah. Fearless," said Scootaloo nervously as she smiled, but one could see that her teeth were chattering as an owl hooted in the background.

"Don't worry," said Rarity to a very frightened Sweetie Belle as the filly coddled her younger sister by the cheek, "Rarity is here to keep you safe and sound. Ooh!" Sweetie Belle felt better as Applejack yawned.

"Think it's about time for me to hit the straw," said Applejack as she turned to show Apple Bloom clinging onto her back tightly and trembling.

"Don't you worry, little sis," said Applejack as she rubbed a fore-hoof in Apple Bloom's mane, "There's no "Olden Pony" in our tent." The two sisters than headed inside of their tent. Scootaloo just chuckled sheepishly to herself.

"Haa, that sure was funny, wasn't it?" Scootaloo remarked nervously, "Heheh. How they were all afraid of the Olden Pony? Heh, but not me, heh!" Any other pony could tell Scootaloo was just putting up a brave act, but Rainbow actually believed her.

"That's because you're tough," said Rainbow, giving her a playful shoulder jab, "just like when I was your age!" Scootaloo just smiled and rubbed the shoulder Rainbow had jabbed. Rainbow then dumped some water to put out the fire, making Scootaloo yelp as she jumped into the air but then stood on her hind legs, trying to look cool.

"I'm hitting the sack," said Rainbow, "Come in whenever you feel like it." Rainbow then zoomed into their tent. Scootaloo just stood in place, trying to keep cool and confident. Then she heard the sound of a twig snap and sat back down, looking rather uneasy. She then heard the rustling of some leaves and bit her lip nervously.

"It's, It's nothing...Just my imagination..." said Scootaloo nervously as she heard the sound of tree branches creaking.

"And that isn't the thundering stomp of The Olden Pony..." Scootaloo added in the same tone as she covered her ears. The wind blew through the branches and a howling of a wolf was heard in the distance. Scootaloo went rigid for a moment or two before rushing into the tent she was sharing with Rainbow and zipped it shut. She then climbed quickly into her sleeping bag as Rainbow just snored loudly beside her while laying on her back. Scootaloo's eyes darted from side to side fearfully before she felt her eyes grow heavy and she fell asleep. She didn't sleep for long before she heard some distant muttering outside the tent. Scootaloo woke up and her eyes looked from side to side again before she opened the tent and walked outside. She was shocked to see that their tent was the only one by the campsite and forest was filled with scary looking trees.

"I-Is anyone out there?" Scootaloo asked before she went rigid. She heard the sound of loud stomping and branches creaking. Then she heard the sound of a pony mumbling to themselves. Scootaloo ran away from the tent. As she panted and gasped while running as fast as she could, but the pony following her was able to keep up with Scootaloo despite walking very slowly toward the orange filly. It was The Olden Pony!

"Who's got my rusty horseshoe?" she asked in an ominous tone. Scootaloo gasped as she kept running, panting again as she did so. Scootaloo then ran into a scary looking tree and neighs in terror as the tree roared at her. Then the branch that resembled one of its claws snapped off. Scootaloo sighed with relief...until she saw that The Olden Pony was standing right behind her!

"Who's got my rusty horseshoe?" The Olden Pony gasped and looked at Scootaloo with one red eye. Scootaloo cried out and revved her hind legs before running on all fours back to the tent, even using her wings to increase her speed. As Scootaloo made her way back into the tent, she didn't notice that Princess Luna was watching her from the other side of the trees.

"Rainbow Dash-?" Scootaloo called out as she shook the blue Pegasus's sleeping bag to wake her up. The sleeping bag opened to reveal...The Olden Pony!

"You do!" she snarled loudly. Scootaloo yelped as she woke up from what had apparently had been a very bad dream. The poor orange filly was so frightened that she started to just rock back and forth, nervously humming to herself as she watched Rainbow sleep beside her.

I wish Mario was here! Scootaloo thought to herself, All those times I brushed him off when he said I could tell him anything that was bothering me...the one time I need him...he's NOT here! I'm all alone...alone...alone...

By the next morning, Apple Bloom and Applejack were already packing up their tent. Rarity was back to reclining on her chasse sofa as Sweetie Belle was back to serving her tea and other goods on a platter. Scootaloo was just staring at one of the tent walls, still nervously humming to herself when Rainbow woke up yawning and smacking her lips.

"What's that noise?" Rainbow wondered as she heard Scootaloo's humming, "Is there a bug in here?" Rainbow just sighed contently to herself.

"I dunno about you," Rainbow continued, "but I slept like a filly." She then playfully jabbed the little filly, who turned around showing some rather large red eyes.

"Best night ever," said Scootaloo wearily and smiled.

"Glad you're rested up," said Rainbow, completely clueless to the orange fillies distress, "because we've got a long trek ahead. Totally gonna be worth it when we get to Winsome Falls." Scootaloo turned away as Rainbow opened the tent.

"Yeah...totally..." said Scootaloo with a brave smile, but her eyes looked like she was suffering a mental breakdown as her right eye twitched uncontrollably.

As the group continued down the path, Applejack and Apple Bloom were leading the way with Rainbow hovered right behind them. Sweetie Bell was literally pushing Rarity on her chasse sofa, which now had wheels and pulling the wagon as well. Rarity was just enjoying her ride when she felt something wet hit her brow.

"Ohh...Am I sweating?" said Rarity in a panicked tone, "Oh! I think I'm sweating!" She then saw Sweetie Belle was literally drenched in a large pool of sweat and she rubbed her little sister's mane, "Oh, uh, but it's absolutely worth it to get to spend time with my little sister. It's just that this cart feels like it's getting heavier all the time!" As much as Rarity had no right to complain about the weight of the cart since she wasn't even pulling it, she actually had a legitimate point. The cart was getting heavier because a certain orange filly was taking a power nap on the back of the cart.

"I don't care if that cart's as heavy as a pack of mules," said Applejack as Scootaloo continued to snooze, "If we don't get a move on, it'll be dark before we get to the campsite!" The mention of the word night woke Scootaloo up with a start.

"Dark?" Scootaloo exclaimed as she jumped off the back of the cart and rolled by on her scooter and her wings buzzing, "I'll just ride ahead and make sure the path is clear. We don't wanna be out here after dark, right?"

"Doesn't matter to me," said Rainbow plainly.

"Well, y'know," said Scootaloo as she pointed discreetly at Apple Bloom and Sweetie Belle, "it's for the scaredy-ponies, heheh." The two fillies exchanged looks with each other as Rainbow just nodded and Scootaloo took off. As Scootaloo was rolling along, she let out a long yawn and her eyes were struggling to stay open. Scootaloo gasped.

"Don't fall asleep now," Scootaloo told herself, "We've got to get to that campsite before dark..." Scootaloo then fell asleep on her scooter, but as soon as she hit a bump, she woke up immediately. She looked around nervously and then had a determined look to stay awake, but she fell asleep again. This time she just leaned backwards on her scooter as she kept going in her sleep. Good thing her body was tilted to the side at the right moment because it caused her scooter to turn away from the edge of a cliff that had spiny thorns at the bottom. She then approached a stream of water where a crocodile got ready to attack her, but Scootaloo managed to make the jump, stomping the crocodile's head in her sleep and continued on the other side. The crocodile growled at her but was ignored. Next came a large bear getting ready to eat a fresh fish for his meal. Just as he went to chomp on it, Scootaloo raced by, unintentionally snatching the fish away as the bear chomped down on nothing but air. He grunted in surprise, not even knowing Scootaloo had gone by. His fish just bounced about on the top of Scootaloo's helmet as she rolled down a steep slope and inside of a hallow log that was balanced on the rock. The log spun about a few times before Scootaloo rolled out on the other side. The fish, which had dropped on the ground when she had rolled inside the log, acted as a road block. Scootaloo's scooter hit the fish and was sent flying off her scooter. As the orange Pegasus was in the air, she curled into a comfortable sleeping position. She tucked her hind legs in and crossed her fore-legs together before resting her head into the latter. She then landed into a bush alongside the path the group had been following. Rarity was now off her chasse sofa and walking on her own.

"That's why it's always important to bring your own trunk on any public outing," Rarity had been telling the others when they saw Scootaloo snoozing in the bush. Scootaloo woke up immediately with a gasp once she realized she wasn't on her scooter anymore.

"Um...don't come this way!" said Scootaloo, "Take the path! It's, heh, way better than going through the bushes." The rest of the group just looked at her funny before they continued on their way.

As they ventured further down the path, Rainbow and Apple Bloom were leading the way with Rarity and Sweetie Belle, whom the latter was still pulling the wagon. Applejack was walking alongside Scootaloo in the back. She had taken notice of how tired and exhausted Scootaloo looked. Applejack then stepped on a twig, making Scootaloo yelp as she jumped high into the air and clutched the edge of a cloud above. Then the corner of the cloud she was holding dissipated and Scootaloo came crashing down to the ground, leaving a crater when she hit the ground.

"You're more nervous than a worm in an apple on cider making day," said Applejack as she peeked inside of the hole, "What gives Scootaloo?"

"Heh, nothing, just thought I heard something, aheh," Scootaloo replied as she poked out of her hole. Then an owl hooted, making Scootaloo yelped as she burrowed into the dirt a bit backwards and leaned against some piled up dirt behind her, clearly frightened.

"You sure you're okay?" said Applejack, "You seem a little jumpy."

"Just getting my exercise," said Scootaloo as she stretched her hind legs a bit, "You know how important it is to stretch out those hindquarters every so often, aheh." Scootaloo could tell Applejack wasn't believing her. Then a frog croaked, making Scootaloo zoom over to Rarity and Sweetie Belle to get away from Applejack.

"Uh, d-do you need a little help?" Scootaloo offered.

"That's so sweet, thank you," said Rarity as she used her magic to turn Scootaloo around. Sweetie Belle then put the harness on the orange Pegasus and walked away, happy to get a break from pulling the cart.

"Um...what are friends for?" said Scootaloo, but received no answer as she found herself struggling to pull the wagon alone. It was already nightfall by the time they arrived at the next campsite area.

"No need for tents tonight, y'all," said Applejack, "We'll just take shelter in that cave." Applejack then pointed at the cave as Scootaloo squeezed out of her harness and her eyes grew big in fright at the sight.

"All right!" said Rainbow excitedly as she hovered in the air, "A deep, dark cave! Perfect for the story I've got for tonight. All we need is a campsite, and we're good to go." Scootaloo gulped.

"Uh, of course..." said Scootaloo nervously when she heard the sound of a wolf howling. She then looked at the woods and saw various pairs of green eyes starting at her.

"I'll be right back with lots of firewood from the deep...dark...not scary-at-all forest!" said Scootaloo nervously.

"Thanks," said Rainbow bluntly and unamused by her nervousness. Scootaloo just smiled and nervously headed toward the woods as she saw the green eyes and heard some growling. She stood with her back against the wagon she began breathing heavily. It was then she noticed a small collection of twigs just a few yards away.

"Okay, I can do this," said Scootaloo to herself and then sighed, "On the count of three, I get those branches. One...two...three!" She didn't move and just trembled fearfully before she sighed to herself annoyance.

"Here, branches, branches, branches..." Scootaloo called out as she squatted down and gestured for the branched to come towards her. She face-planted the dirt, knowing how silly she must have looked doing that. She then peeked out from behind the wagon seeing that the rest of the campsite logs and pebbles had been set up already. It should also be noticed that Rarity had removed her travel outfit and Sweetie Belle was sitting next to her, Apple Bloom was with Applejack, and Rainbow was sitting alone for the moment.

"Bbbbrrr!" Applejack shivered as she rubbed her shoulders with her fore-hooves, "Hoo-wee! It's colder than a timberwolf's toenail." Scootaloo leaned against the wagon fearfully, but she knew she needed to hurry up or somepony might start asking her questions again. She certainly didn't want to keep Rainbow waiting.

"Here you go!" said Scootaloo before she took off for the branches, laughing nervously as she bounced about on her fore-hoofs, picked up the branches with her mouth, continued laughing nervously, and ran off the campsite and quickly dumped it into the area for the fire. Scootaloo just smiled.

"That's it?" Rainbow asked annoyed.

"It's all I could find, 'cause, y'know," said Scootaloo, "there aren't that many trees around here!" The view zoomed out to show they were surrounded by plenty of trees. Rarity and Sweetie Belle exchanged puzzled looks with each other.

"It's all we need," said Applejack in an understanding tone, "Why don't you sit with Rainbow Dash for a while?" Scootaloo sat as close to Rainbow as she could with her hind legs tucked into her chest. She was worried Rainbow could see how frightened she looked. Fortunately, she was lucky. Rainbow was completely clueless.

"Now where was I?" said Rainbow as she pondered as Scootaloo looked at her worriedly, "Oh, yeah, the...scary part." Rainbow used her spooky voice and then laughed evilly. Apple Bloom and Sweetie Belle smiled, but Scootaloo was already on edge. She didn't want to hear the story at all, but instead of being honest, she came up with an idea.

"Hey, I have an idea!" said Scootaloo, "How about I tell tonight's story?" Rainbow looked shocked and then relaxed.

"Alright," said Rainbow as she reclined against the wooden log, "just make sure it's a horrible one." Applejack and Rarity each pulled their young sisters close and smiled.

"There once was a really, really nice pony who lived in a bright and sunny land," said Scootaloo with an over the top smile on her face, "where there are rainbows every day, and lots and lots of happy friends, and-" Rarity and Sweetie Belle exchanged looks with each other again until Scootaloo was cut off as Rainbow put her fore-hoof over her mouth.

"No offense," said Rainbow as she rubbed Scootaloo's mane, "but it's not a real campfire story unless somepony's shaking." She then got up and looked evilly at the group as she stood on a rock and told her story.

"I've been told that these very woods are haunted..." Rainbow began in a spooky voiced as Scootaloo gulped fearfully.

"...by The Headless Horse!" Rainbow continued, "It gallops only at night-"

"If it doesn't have a head," said Applejack with a smirk on her face, "then how in tarnation does this pony know where it's goin'?"

"It's headless, not brainless," said Rainbow as she stuck her head into Applejack's face and then continued her story with her spooky tone, "...looking for little lost ponies-" Rainbow then appeared behind Applejack and Apple Bloom, startling the two ponies.

"So where's its brain?" Applejack asked smugly.

"Ugh," Rainbow groaned before sitting back on her rock, "Fear was dripping from the air..." The four ponies then listened making O shapes with their mouths as Rainbow appeared in the shadows as she told her story.

"...and they were never heard from ever again!" Rainbow ended in a spooky tone. Sweetie Belle gasped.

"Never?" she asked fearfully.

"Never," said Rainbow with a shake of her head. Applejack and Rarity just smiled as Apple Bloom and Sweetie Belle were clearly spooked. Then the fire sparked loudly.

"AAAAAAAHH!" Apple Bloom and Sweetie Belle screamed and then they laughed as they hugged Applejack and Rarity respectively. Poor Scootaloo was left alone, just trembling fearfully behind a log as she peeked up from it.

"Don't worry," said Rarity to Sweetie Belle as their luxury tent was already set up inside the cave, "you'll be safe with me tonight."

"It's not time for bed yet, is it?" said Scootaloo fearfully as she rushed up to Applejack.

"'Fraid so, Scootaloo," said Applejack.

"Uh, but we haven't even sung any campfire songs yet!" Scootaloo squeaked when Sweetie Belle rushed up to her side.

"You don't have to ask me twice!" said Sweetie Belle. She then bashed Rainbow off her rock and began to sing out of rhythm and out of tune.

"Ninety-nine bucket of oats on the wall," Sweetie Belle sang loudly, "ninety-nine buckets of oats! Take one down..."

Some time passes...

"...pass it around, you got eighty-one buckets of oats on the wall..." Sweetie Belle continued as all but Scootaloo just looked annoyed. The orange Pegasus just smiled widely and swayed to the song.

More time passes...

"...forty-one buckets of oats! Take one down, pass it around you got forty..." Sweetie Belle paused to catch her breath and then kept going, "...buckets of oats on the wall!" By now, Applejack and Rarity were looking bored and drowsy. Apple Bloom and Rainbow looked even more agitated then before. Scootaloo was still smiling and swaying from side to side to a beat that only existed in her head.

Even more times passes...

"...buckets of oats!" Sweetie Belle continued singing. By now everypony minus Scootaloo had fallen asleep, but even the orange Pegasus had dark circles under her eyes as she kept smiling and swaying from side to side to the song.

"Take one down, pass it around, you've got zero buckets of oats on the WAAAAAAAAAAAAAAAAAAAAAAAAAAAALLLLLLLL!" Sweetie Belle sang that last word long, loud, and very off key, jolting everypony who had fallen sleep awake with a start. Then she just smiled.

PLOP!

Uh-oh...Sweetie Belle's batteries just ran out...anypony got a charger plug? Just kidding.

The others just yawned as Rarity picked her up and put the young marshmallow filly on her back as they all headed into the cave, except for Scootaloo.

"Good night, Sweetie Belle," said Rarity in exhaustion.

"Good night, y'all," said Applejack.

"Good night, y'all," said Apple Bloom.

"Sleep tight," Rainbow replied. Scootaloo just stood outside the cave.

"Oh, just one more song! Anyone?" Scootaloo offered as she rushed into the cave, "How about a dance contest? I know you like to cut a rug, so how 'bout we mess up a cave floor? I have a brilliant idea! Hide and seek! Who's with me?" Scootaloo energetically rushed about the cave as she made her suggestions, but everypony else was just heading to bed. However, Rainbow, Apple Bloom, and Applejack did watch Scootaloo pace about.

"Maybe tomorrow," said Apple Bloom as she fell asleep face first.

"Aww," said Scootaloo sadly.

"Seems like you don't really wanna go to sleep tonight," said Applejack, "Is there some reason why?"

"Pfft, of course not!" said Scootaloo putting on a brave face, "I just love camping and hanging out with Rainbow Dash so much that I don't wanna waste a single minute with sleep!" Scootaloo then yawned before recomposing herself, "Heh, silly sleep." Applejack just sighed inwardly.

I thought those fillies learned their lesson about keeping their problems to themselves she thought, That filly is just like Rainbow, too stubborn to admit her own fears. Applejack's thoughts were interrupted.

"That's cool and all, Scoot," Rainbow replied as she put some plugs into her ears, "but this pony needs her shut-eye and she needs it now!" Rainbow turned around to go to sleep as the rest of the ponies did the same. Scootaloo just sat on her sleeping bag alone since she was the only pony awake.

"Ugh, this is so unfair," said Scootaloo as she yawned, "I'm falling asleep..." Scootaloo then closed her eyes and snored as she fell asleep to the dripping water from the stalacities hanging from the cave's ceiling.

Scootaloo then found herself alone in the middle of a dark forest. She then heard the sound of some hoofsteps coming after her. She then looked at her own hooves before looking behind herself nervously as she paced about fearfully. It was then she heard the hoofsteps increase and Scootaloo took off with the sound of an accelerating vehicle.

"If The Headless Horse catches me," Scootaloo gasped, "I'm never gonna be heard from again! And I wanna be heard from!" It was then she tripped over a tree root.

"Woah, woaaah! Ugh!" Scootaloo grunted as she tumbled down a lower slope into a pile of leaves below, "Woah!" The running hoofsteps approached her as Scootaloo backed right into a rocky wall behind her. It was then she saw The Headless Horse appear before her.

"It's all over!" Scootaloo cried out hysterically as she stood on her hind legs against the wall. Scootaloo panted heavily before she screamed again. It was then a familiar alicorn's face appeared behind The Headless Horse. Scootaloo crouched low the ground and covered her face.

"A warm welcome to you, Scootaloo," said a voice. It was then Princess Luna appeared as she blasted The Headless Horse away, giving the orange filly a warm smile.

"Princess Luna!" said Scootaloo as she uncovered her eyes and stood up, "I thought you were The Headless Horse!"

"You were mistaken," said Princess Luna with a smile on her face, "but I hope not disappointed."

"You are so, so much better than The Headless Horse," said Scootaloo.

"She should be," said the voice of a familiar colt, "she's lots of fun to hang out with." Scootaloo blinked and was surprised to see Mario standing nearby.

"Mario?!" she exclaimed, "what are you doing out here? Shouldn't you be back at the Carousel Boutique? And Princess Luna back in Canterlot?"

"I am the princess of the night," Princess Luna answered as she stretched her wings, "Thus it is my duty to come into your dreams."

"Oh, yeah...Wait, is this just a dream?" Scootaloo surprised, "But it feels so real." Scootaloo then reached out into some air and it caused some light air ripples with a reverberating drumbeat.

"I assure you that you are asleep," said Princess Luna. Scootaloo blinked and then saw Mario and smiled.

"Mario, I just want you to know that I'm deeply in love with you and that you are the perfect stallion for me," said Scootaloo excitedly, "Will you marry me?" Scootaloo smiled excitedly as Mario looked rather annoyed.

"This maybe your dream, Scootaloo," said Mario bluntly, "But I'm not part of it. I'm the real Mario." Scootaloo's eyes nearly popped out as her face turned dark pink, but she then looked puzzled.

"How are you...oh wait, this was a nightmare!" said Scootaloo as a matter of fact and also in a very disappointed tone, "No wonder you turned me down."

"What Mario's saying is indeed correct," said Princess Luna, "The Mario you see before you is the same Mario at the Carousel Boutique."

"But...I...I don't get it," said Scootaloo confused.

"You see, Scootaloo," said Mario, "Once or twice a month, I join Princess Luna in the dream world to keep her company and spend time with her. We were just having some tea and cookies when you screamed for help. Sorry, for the confusion and the reality check. You know as my best friend that I'll always love you."

"I see..." said Scootaloo, still surprised to hear that Princess Luna would allow Mario into the dream world with her. She had forgotten that Mario did call the moon princess "Aunt" Luna.

"Now that your question has been answered," Princess Luna continued, "as I said before, you are asleep, But when you awake, the thing that frightens you the most will still exist."

"Eh...The Headless Horse?" said Scootaloo nervously.

"Hmmm..." Princess Luna pondered skeptically, "Is The Headless Horse really what frightens you the most?" Scootaloo just sat down sadly and looked at the ground. Mario went to speak, but Princess Luna raised a wing for him to remain silent.

"Mm-mm," said Scootaloo as she stared at the ground, "I'm afraid Rainbow will find out I'm not as tough as she thinks I am." Mario just gave her a sympathetic smile.

"Everypony has fears, Scootaloo," said Princess Luna gently, "Everypony must face them in our own way. But they must be faced, or the nightmares will continue." Scootaloo gave a nervous whine.

"You can do it," said Mario as he rubbed her back, "Rainbow won't turn somepony away just because they have fears. Remember when we were all stuck inside the clubhouse? Rainbow has her own fears too. Aunt Luna is right, you need to confront Rainbow about it and the sooner the better." It was then the air rippled around her, Mario felt himself being pushed away from Scootaloo and held onto one of Princess Luna's fore leg to avoid being swept away as some rocks tumbled in the background.

"Face your fears!" Princess Luna reminded Scootaloo as she and Mario disappeared into the moon.

"Princess Luna? Mario?" Scootaloo called out when she woke up with a start and sighed, "It's was just a dream. Good thing too. I'd never live with myself if I had said that to Mario and I was awake..." Scootaloo then heard the water droplets from the stalactites and gasped again.

"But The Headless Horse isn't just a dream!" said Scootaloo as she jumped out of her sleeping bag and looked around, "Rainbow Dash said it lives here, in these very woods!" Then she heard some distant whinnying as she stood outside the cave and looked around again, only to see more water dripping from the stalactites.

"It's the wicked whinny of The Headless Horse!" Scootaloo exclaimed as she put on her helmet, jumped on her scooter (which nopony knows how or when she retrieved it), buzzed her wings, and took off as fast as she could from the cave. If she had stayed just a few seconds longer, she would have realized that it was just Rainbow doing those whinnying-like sounds as she snored. Scootaloo just continued to race into the woods.

"So it's a horse without a head..." Scootaloo said to herself as she panted, "which means it doesn't have a mouth...and if it doesn't have a mouth, then...it's not a horse-eat-pony kind of horse...but still...it's a horse without a head!" Suddenly, her scooter hit a small rock on the ground, causing her tires to screech as she lost control, and fell off. She and her scooter then tumbled out of a bush and down a steep slope.

"Whoa, whoa!" Scootaloo yelped as she fell off the edge of the slope and grabbed a nearby tree branch to avoid falling into a raging river below. Her scooter fell right into the water. Scootaloo watched her scooter disappear and whined fearfully as she held the branch with her fore-legs for dear life.

"Hello?!" Scootaloo called out, "Is anyone out there?" She then added nervously as she hugged the branch, "Anyone except The Headless Horse?"It was then her branch gave a loud creak and then the branch creaked again as it broke off completely.

"Heellllp-" Scootaloo screamed as she fell into the river. She tried her best to stay on the water surface as she splashed about. It was then she noticed the river ended in a large waterfall. She tried her best to swim against the current, but it was too strong and she was soon sent over the edge.

"AAAAAHHHH!" Scootaloo screamed as she fell to her doom, but then a whoosh was heard as Rainbow grabbed her as she flew by at high speed.

"I gotcha!" Rainbow called out.

"Rainbow Dash! Is that you?" said Scootaloo as she cupped her fore-hooves together, "Thank you, thank you!" It wasn't long before Rainbow set Scootaloo down near a small stream in the woods.

"What were you doing out here in the middle of the night?!" Rainbow scolded, not even asking if Scootaloo was alright. Scootaloo turned away and she began to cry as Rainbow glared at her. Scootaloo then stopped her tears when she saw Princess Luna's face on the moon.

"It is time for you to face your real fear, Scootaloo," said Princess Luna in an echoing voice tone. As Rainbow continued to glare impatiently at her, Scootaloo took a deep breath and sighed as she took a few steps forward.

"I'm so, so sorry, Rainbow Dash!" said Scootaloo as her voice speed up the more she spoke, "I just wanted you to hang out with me and see how cool I was so you'd take me under your wing, teach me everything you know, and become like my big sister!" She then took a deep breath as Rainbow's glare softened a bit.

"But then you started telling those spooky stories and I got scared!" Scootaloo confessed, "I thought I heard The Headless Horse so I ran out here by myself and..." She began to cry once again, "...well, I guess you know the rest." Scootaloo removed her helmet and hugged it as she sniffled to herself. Rainbow just gave her sympathetic smile as she sat down beside the crying filly.

"Hey, I'm gonna tell you something," Rainbow said once Scootaloo had finished talking, "but if you ever tell anypony else, I'm gonna deny it. First time, I heard those stories...I was scared too."

"You were?" Scootaloo asked with a sniffle.

"Sure!" Rainbow answered, but adding her usual confident demeanor, "I mean, I got over it because I realized pretty quick that if there was such a thing as a Headless Horse, I could totally take it on." Scootaloo gave her a sheepish smile.

"So, you're looking for somepony to take you under their wing, huh?" Rainbow asked with a smirk.

"Mm-hmm," said Scootaloo with a hopeful smile on her face.

"Yeah, I might be up for something like that," said Rainbow as she used her right wing to pull Scootaloo close to her.

"Really?" said Scootaloo excitedly.

"As long as you don't go falling into any more rivers in the middle of the night," Rainbow teased. Scootaloo giggled.

"It's a deal!" said Scootaloo as the two Pegasi shared a tender hug.

By next morning, the group had finally reached Winsome Falls, which had several waterfalls around the area and skies filled with rainbows.

"I call sister teams!" said Sweetie Belle, "Last herd to make it to the falls is a moldy carrot!"

"Ugh, if you insist," said Rarity indignantly as she trotted forward with her nose in the air, but a smirk on her face showed that she was just playing around as Sweetie Belle zoomed by and she giggled, "it is so on!" Rarity then took off as Apple Bloom and Applejack gave chase. Rainbow watched the two sister teams take off.

"They think they can beat the two of us?" said Rainbow as she raised her wings into the air. Scootaloo squatted down, fluttering her own wings with a determined smile on her face. Rainbow then held Scootaloo up with a fore-leg so she and Rainbow could pursue the other sisters as they took to the skies together.

Later that night, Scootaloo was walking down an ominous path again, when a red eye appeared from the shadows of a nearby tree. The Olden Pony had followed her.

"Who's got my rusty horseshoe?" She grumbled, making Scootaloo flinch away for a bit and then narrowed her eyes at the elderly pony. It was then Rainbow arrived from a nearby bush.

"Here it is, for pony's sake," said Rainbow as she tossed the horseshoe at The Olden Pony, "Now take it and stop all your moaning."

"Thank you," said The Olden Pony as she put the horseshoe on, "and have a nice day." Rainbow then walked up beside her and smiled at Scootaloo. The orange filly then heard a chuckle. She turned her head to see Princess Luna, alone this time, just watching her quietly. Princess Luna gave Scootaloo a smile and a wink.

Scootaloo just smiled in return.

Mario's presence in this episode was pretty light, and there might be one or two more episodes like this where his appearance will be very minimal this season. Fortunately the next episode won't be one of those cases. There might even be a double plot...

Peace Pony Fans!