Of the three box cars that the train composed off, the ponies were to take the last one at the end. Rolo said that this car was reserved solely for the seven of them, while the rest of the passengers and cargo would take the other cars. Inside it was quite roomy, enough leg room for all of them, two benches on both sides.

Rarity gently dropped Apple Jack's apple sacks down into one of the corners before moving out the way for Twilight carrying Pinkie's stuff, along with Apple Jack with her own apples. Flutterhshy had her petting zoo with her.

It was then that she remembered she still had to get her load of clothes that she was giving away. It was still back at the chariots.

She headed out to go get it. Twilight soon followed her after putting down Pinkie's stuff. It seemed that Twilight still had to get some stuff she needed for her magic show. It turned out she also brought a few books she wanted to read to the children in the town.

Fluttershy did one last head count, and realized that one of her rabbits were missing. Her eyes widened in horror as she frantically looked around for him, jumping out of the box car.

She spotted him down the train tracks, up near one of Tower's legs. She could not help but let out a little squeak of fear.

"What's up Fluttershy?" Rainbow asked.

"One of my rabbits are down there near the tower!" She pointed down to where Tower was.

"So? Go down and get him." Rainbow shrugged.

"I don't want to go down there and see the tower again alone!" Fluttershy whimpered.

Rainbow Dash could not help but roll her eyes. She knew how timid her dear friend was. She knew what to do here though.

"Come on," She said. "I'll go down there with you."

"Oh, thanks!" Fluttershy smiled.

"I'll come down too," Pinkie said as she slid over. "I got all my stuff packed up!"

So the three of them headed out to get the missing bunny.

Back in the shed, Tilly had just pulled out Farnsworth and Pete, now all that remained was Jebediah, the old golden engine. Or was he? Tilly had other plans in mind.

Georgia, the red engine was awake by now, and still sat beside Jebediah when Tilly pulled up past her pulling the milk train that Jebediah was suppose to be pulling today.

"Hey, aren't ya'll forgetting Jebediah?" Georgia asked her friend.

"Shhh!" Tilly whispered. "I don't wanna wake him up!"

"But Jebediah pulls the milk train!"

"Not today. I have a plan."

"So you still want a train of your own to pull?" Georgia asked, some amusement in her voice.

"Hey! I'm an engine, aren't I?" Tilly huffed.

"Settle down, girl!" Georgia whispered calmly. "I'm on your side."

She felt a little pain in her boiler just then. "Fact is, honey," She continued with a grunt, "I wouldn't mind if you were pulling a train for me today. I got a little hitch in my chug-along this morning. But you better get going!"

"Thanks Georgia," Tilly smiled as she quietly huffed on out through the shed.

Tredding carefully, she slowly approached Tower, who was busy looking over his clipboard. He did not see Tilly, just heard her approaching. He was also unaware of the rabbit by his leg.

"Jebediah," He barked, "Get that milk train rolling!"

"Rolling my way, tower!" Tilly hissed, trying to imitate Jebediah.

But Tower was not fooled. He looked down at the odd voice. The jig was up.

"What kinda joke is this?" He demanded. He did not even notice as the three ponies approached him to retrieve the rabbit.

"It's no joke," Tilly replied. "I can do it."

"We've been over this," Tower snapped. "You're too little!"

"What do you know you overgrown stack of lumber?" Chip snapped back, flying into Tower's face. "She's NOT too little!"

In a fit of rage, Tower blew his nose, blasting Chip up into the air.

"Big blow-hard!" Chip snickered.

Tower crossed his arms before looking down.

"And you!" He snapped at Fluttershy who was reaching out to take the rabbit in her arms. "What are you doing? I told you to stay out of everyone's way!"

"Oh, we're sorry," Fluttershy squeaked. "We-it's just-um-"

"Well, what is it?" Tower snapped, "What were you going to say?"

"Hey, easy buddy!" Rainbow Dash snapped as she flew up into Tower's face. "We just lost a rabbit here, and came to pick him up! No harm done! We'll be on our way in just a second!"

Tower sighed in frustration and annoyance. "Typical tourists. Don't know how to watch their stuff!"

"Hey, watch it, bub!" Rainbow hissed, shaking her fisted hoof at Tower.

"Hey, whatchall got for me today, Tower?" Georgia's sweet voice interrupted the heated argument. Everyone stopped glaring each other down and turned to her.

She winked at Tilly, indicating that she should leave before Tower gets mad again.

Tower looked over his clipboard again.

"That load of toys n' stuff over there," He pointed over to the birthday shed, just as Tilly had unhooked herself from the milk train and was puffing away to the water tower station.

"Oh, happy day! The birthday train!" Georgia squealed.

"Wait, you're pulling us?" Rainbow asked in shock.

"Looks like it, honey," Georgia shrugged. "You're on the train?"

"Yep," Pinkie replied with a smile. "We're Equestrian ponies sent to give the kids on the other side of the mountain the best and biggest party they've ever seen!"

"Well, that's just terrific," Georgia said. "I'd love to hear more from ya'll later, but now we gotta get goin'." She turned back to Tower. "But wait, the train's empty."

"Rolo the clown is boarding right about now," Tower answered. "So get going!"

"Yessir!" Georgia answered in a salute as she started huffing off down the line.

"And you," He turned to the ponies, "you get down there too!"

"Sure," Rainbow muttered as she hovered down to join her two friends.

Fluttershy turned back to her rabbit, only to see him scurrying off after the little blue engine. She slapped herself a facehoof, and rushed off after him.

"Fluttershy, where are you-?" Rainbow stopped as she saw her friend running after the rabbit.

"Ah, jeez," She muttered as she and Pinkie went after them.

Tilly was not really thirsty. She just left to get some space away from Tower. The water tower was a great place, around a bend behind one shack.

"Come on, Tilly," Chip was saying, patting her smokestack with his wing. "Don't let that big bully get to ya,"

Just then, the little rabbit rounded the bend and walked up beside Tilly. She looked down and smiled at the sight of the little cute thing.

"Alright, come on, little guy," Fluttershy said gingerly as she and her friends came around the bend, coming face-to-stack with Tilly.

"Oh, hi," Fluttershy smiled at Tilly.

"Hi there," Tilly smiled back.

Fluttershy picked up the little rabbit and cradled him in her legs. "S-sorry if he was bothering you," She whispered.

"Oh, it's okay," Tilly said. "He wasn't. I think he likes me." She giggled a little, and so did Chip and the ponies.

"Nice to meet you," Pinkie blurted out happily. "I'm Pinkie Pie. This is Rainbow Dash and Fluttershy. What's your name?" She was clearly eager to meet the engine.

"I'm Tilly. This is Chip." The little bird fluttered down and bowed before the ponies.

"A pleasure to meet all of you," He said in a gentle-birdly manner, making the ponies giggle.

"Nice to meet you too, good sir," Fluttershy giggled as she held out her hoof to pet the little birdie's feathers. Chip took her hoof in his wings and kissed her gently.

Rainbow Dash looked back at Tower. "What's his problem anyway?"

"Tower?" Tilly asked. "Oh, I don't know. He's always grumpy."

"Girls!" Twilight's voice shouted. She lurched around the bend, Rarity right behind her. "What are you guys doing here? They're about to start boarding! We gotta get going!"

"Sorry Twilight," Pinkie explained. "It's just that Fluttershy lost one of her bunnies, so we came over to get him."

"Well, come on! We gotta go!"

"Ah, come on, Twi," Rainbow replied, calm and cool as a cucumber. "They're still boarding; they're not gonna leave right this second. Quit worrying so much!"

"Yeah, come meet our new friend, Tilly!" Pinkie smiled and gestured the little blue engine.

"Oh, well hi there Tilly," Twilight smiled.

"Hi," Tilly replied.

"I'm Twilight Sparkle."

"And I'm the fare Rarity," Rarity said in her graceful voice.

"So what are you ponies doing here in the yard?" Chip asked.

"We're on the birthday train over there," Twilight answered. "We're going to the town on the other side of the mountain to share all our gifts with the children. I mean, I guess that's what we're doing."

"Oh, cool!" Chip smiled.

And that's when Tilly let out a little sniffle, and let a tear drop.

"What's wrong?" Fluttershy asked.

"I've seen the birthday train," Tilly replied. "It looks like the most wonderful train ever. I'd give anything for a chance to pull it."

"Well, I'm sure you pull other trains, right?" Pinkie asked.

"No," Tilly huffed. "I'm just a switch engine. Everyone thinks I'm too little to take a train."

"What? That's crazy!" Rainbow snapped. "I saw you pulling that milk train! You were doing great!"

"Yeah..."

Just then, Tower's nose blew again.

"Tilly! Where are you?" His angry voice shouted out. "Get back here and wake up Jedadiah now so we can get this milk train going! Don't test me today!"

"Sounds like I gotta get going," Tilly said, taking a deep breath.

"Listen, Tilly," Rainbow said walking up so they could see each other clearly. "Don't give up. You just gotta keep working hard, work your way up, and I just know one day you'll get to pull a train."

"I hope I can," Tilly nodded.

"And between you and me," Rainbow continued, this time more hushed, "If you ever have to break a rule or two to get a train, as long as it's not causing too much trouble, you should go for it! When opportunity comes knocking, answer the door in a heartbeat."

Tilly was able to smile more. "Thanks, Rainbow."

"We should probably get going too," Twilight said. "It was really nice meeting you, Tilly!"

"I just wish we could have gotten to know you better," Rarity added.

"Hope we meet again soon," said Fluttershy.

"And when we do see you again," You'll be pulling your own train!" Pinkie smiled.

And with that, the five ponies walked off back to the birthday shed.

"They're right, Tilly," Chip said, hopping back onto Tilly's headlight. "Don't worry. You'll get your chance!"

"I hope I do," Tilly replied as she went off to get Jedediah.

"Are you ready?" Rolo asked Georgia who was all hooked up to the front of the train.

"Rearin' ta roll, Rolo!" Georgia nodded happily.

"Okay, Chippers!" Rolo called back cheerfully to his monkey assistant.

Chippers blew the whistle, lighting up the train, and everyone started coming out to board.

There were tons of animals coming along. One might have mistaken this for a circus train. There was a grumpy-looking mother goose, two giraffes, a panda bear, a baby elephant.

There were some people as well, a large basketball player, a life-sized ballerina doll, a platoon of toy soldiers, and teddy bears.

The station was also littered with all kinds of toys that needed to be put on board. The bears and a few of the animals set about carrying everything on board.

There was a lot of nice food as well; apples, oranges, melons, nuts. Many sweets such as cake and donuts. Crates full of hot dogs and hamburgers. Even a large turkey and some potatoes. One may think this train was getting ready for a feast.

Little did any of these animals or people suspect that they were being watched at that very moment. Up on a ledge just outside of the train yard, a large soda truck had stopped on the dirt road.

Captain Gutt peaked out the window, arm hanging down, and gazed down at the train through his spyglass, eyes watching hungrily as the train was being boarded. All those fruits, all those sweets, all about to be his. Just the sight of it all made his mouth water. His crew seems just as eager, most of them peaking out their windows from the cargo hold of the truck.

"Just look at all that loot, boys!" Gutt whispered back to his crew. "And soon, it will be all ours!"

"What a weird lookin' train, eh?" Raz muttered. "I mean, what? They going to the circus or some kids birthday party? Er what?"

"You can say that again, sister," Shira chuckled.

"Captain!" Flynn suddenly cried out. "Look! Hostiles spotted off the Starbucks bow!"

"Flynn, buddy, I told you!" Squint muttered, "It's Starboard! Not Starbucks!"

"Oh! Thanks Squint! I-I mean Starboard bow!"

"What kinda stupid name is Starbucks anyway?" Squint muttered again.

Gutt looked again through his glass at the spot Flynn had pointed out, and easily spotted the hostiles; five multi-colored ponies. It's them!

"Ah," Gutt said musingly. "It's those ponies again! So, looks like they are coming along for the trip! Things just got that much more interesting!" He flashed another wicked smile as he imagined what he would do to the ponies this time when he got his chance.

He hated these six ponies. Memories flooded back to him about all the time they had ruined their pillages and heists. That would NOT happen this time.

"Shall we head down and engage now, Captain?" Shira asked.

"Negative!" Gutt replied. "We're too close to civilization. We don't know what security 'round here is like! Twilight and her friends will be tough enough on their own. We'll follow the train, and wait for the right place and time to hit 'em!"

The other pirates chuckled at the sound of that.

And that's when Gutt remembered something.

"Raz!" He called back, "my medallion!" He held out his hand through the rear-view window.

"'Ere ya go, Captain!" Raz replied happily as she reached over through the cargo window, and slipped the said medallion into Gutt's hand.

It was another spoil they had gotten on their heist of the Canterlot Talisman Vault; A large emerald, the size of an apple, attached to a golden chain. The emerald contained powerful magic that would protect its wearer from mostly any kind of unicorn magic. Gutt slipped it on over his neck before calling back again.

"Gupta, time to fly the colors!"

The five ponies arrived back at the birthday shed, and saw how things were going well.

"It's good thing you guys loaded up early," Rolo said as they walked passed him. "Makes things a lot easier for the rest of us. More room, ya know?"

"You want us to help load up, maybe?" Twilight asked.

"Sure, if you don't mind," Rolo answered. "You can go help pack up the toys and food over there." He pointed at the piles of toys and food being loaded on.

"We'll let you guys get to this," Rainbow said. "I don't really think we can do anything." She, Fluttershy and Pinkie headed off to their own car to await departure.

Twilight and Rarity walked up to the loads, and started using their magic to lift it up.

At first, Rarity tried to carry as many things as she could with her magic. She did carry a lot, and everyone watching ooed as they watched the supernatural magic lift up the toys into the air. They had never seen such magic before, so this was pretty cool for them.

But then Twilight started using her magic, lifting up just as much as Rairty could, plus a few more things. This won just as many oos.

The two unicorns loaded up the train. It was just about ready to go. All that was left now was to get on board.

Twilight and Rarity got back to their seats, and sat down on opposing benches; Rairity besides Fluttershy and Apple Jack. Twilight beside Pinkie Pie and Rainbow Dash.

Rarity cast a sad glance out the window. She knew Twilight was only doing her small part that she needed to do when loading the train. Knowing Twilight, she probably could have taken the whole pile if she needed to.

Oh, how Rarity wished she could be as good as Twilight, for her friends to see her as more than just a whiney, princessy lady who was only knowledgeable in fashion and manners and elegance. She could be so much more.

While her friends started chatting, she just looked out the window and waited for the world to start rolling by as it did on the train; to see the beautiful countryside.

"Um-uh, it is my honor to say," Rolo tried to announce from Georgia's cockpit, "that it's time to-uh. Time-time to..."

Everyone on the train was either rolling their eyes or giggling at the clown. A little cake being carried by mice was rushing through to get their cake on board one of the box cars. They made it in time.

"Who put this clown in charge?" Rainbow whispered to Pinkie with a chuckle.

"Oh, come on! Let's go!" Snapped the goose from the car.

Georgia took that as her cue, and started chugging off. The sudden jerk made Rolo fall back into the coal car. He pulled himself up, coughing and covered in charcoal.

"Uh, yeah- uh, go!" He coughed.

And so the train was finally off. Tilly watched with sad eyes as the most wonderful train she'd ever seen started puffing off, thinking to herself "I can do that."

Also, as the train puffed off, everyone aboard remained completely oblivious to the soda truck following them, with a black-and-white badger clinging to the antenna.

Eric sat on his swing set, looking off at the mountain, still waiting for a little train carrying all his dreams to come around.

"Are you still dreaming?" Jill's voice asked behind him. "You and that dumb train."

"It's not dumb!" He snapped back.

"It's worse than dumb," She replied. "It's not even real."

"It will come!" Eric snapped, trying to keep his hopes up. "I know it will!"

But a tear ran down his face, as the thoughts of it not coming crossed his mind.

"I know it will!"

Author's Note: So if you still got questions like "How do Gutt and his crew know the mane six? How did they get this amulet? What was the Heist of the Canterlot Talisman Vault?" Like I said, I'll be answering those questions by chapter five.

Next chapter, Georgia breaks down, and the ponies and pirates finally meet! I appreciate any favoring, reviews, or subscribing. Especially reviews please!