The pirates all burst into laughter down the trench their way.

"That could have gone better!" Gupta snickered.

"Aw, don't listen to those jerks!" Pinkie said to everyone.

"We aren't gonna make it," whined the basketball player.

"Well he's not the only engine in the world," the elephant reminded everyone.

"I didn't think he was the right one for us anyway," Rolo smiled.

"Yeah, too much of a high-class snob like you, Rarity," Applejack laughed as she elbowed her friend in the side.

Rarity glared at Applejacks' joke. But then her face became sad as she thought about it. "Wait," she asked, "Am I really that much of a snob?"

Applejack laughed again. "Naw, of course not. You're only half that much!"

Rarity glared again.

Just then, another loud noise was heard off in the distance. Another loud train whistle coming down the track toward them.

Everyone was silent as they all broke out hopeful smiles and looked down the tracks.

"Aha! That sounds more like the right one!" Rolo exclaimed joyously as he rushed out on the tracks again to flag down the train.

"This time, be careful," The elephant advised.

This one was the red, smoking steam engine, Pete.

"Let me speak to him, why don't you?" Rarity said, her voice filled with confidence, a little bragging. "Very few can resist my charm."

Applejack rolled her eyes. "Yeah, sure. Knock yourself out."

"I can speak too," the ballerina added. "I'll speak with you."

"Pleased to have some back-up." Rarity nodded.

"Halt! Cease! Please! Stop!" Rolo shouted out.

"Come on," Squint cheered as Pete passed the pirates by. "Run 'em over! Don't stop!"

Everyone ran across the tracks to the other side of for some reason as Pete saw Rolo, and slammed on his breaks, coming to a screeching halt.

Rolo remembered this time to move aside as Pete aproached though.

"Ha! Nothing to it!" He smiled as Pete stopped... right before Pete blew off steam, soaking Rolo and flooding his overalls.

"Hey, whadda you clowns want?" Pete snorted.

Rarity cleared her throat as she and the ballerina stepped up to speak.

"Sorry to bother you, good sir," Rarity began. "But we are in desperate need of help. You see our engine has broken down right here, and we are under the watch of those nasty pirates over there!" She pointed back to Raz and her group. As Pete glanced back at them, Flynn waved to him, shouting "Hi".

"Yes," The ballerina continued. "And now the good little boys and girls over the mountain won't have any toys to play with or good food to eat... unless, you are to be helping us."

"Precisely," Rarity added. "So if we could just spare some of your time, please darling?" She and the ballerina put on the most adorable smiles they could, hoping Pete would agree to help.

"You want me to pull you?" Pete grunted. "Listen, kids. Only this morning I pulled a freight train with a very important printing press over the mountain. It'll print books and newspapers for grown-ups to read about important things. I am a very important engine. And I don't pull the likes of you!" He rose his voice as he repeated. "I DO NOT!"

Rarity and the ballerina were both taken aback by the sudden outburst, the ballerina especially frightened.

And before anyone could say anything else, he started puffing away.

"Please!" The panda called after him. "The pirates will get us if we don't get out of here soon!"

"Not my problem, fuzzball!" Pete shouted back as he puffed around the corner and out of sight.

Back on the other side of the rock wall, Twilight, Rainbow and Spike were all crouched behind a toy chest as cover, glaring over Gutt and Shira as they sat by their truck playing Go Fish. The other toys who had decided to stay with the train all stayed in their cars. Doc had left with Georgia to go back to the round house.

Gutt had sent Silas up to look over Raz's team, so he and Shira had taken a chance to peak at his cards. Finally he swooped back down, and they pretended they had not looked. No point. Silas already knew they had done it.

"So, how does it look, Silas?" Gutt asked. "Does it look like the ponies will be dropping their guard anytime soon?"

"No sir," Silas answered, "They are still totally alert."

"Hmm..." Gutt thought and stroked his beard again. Then he turned to Shira and asked, "Are you two hungry at all?"

"A little," Shira answered.

"I would not mind eating now," Silas replied.

"Okay then," Gutt muttered as he got up and reached into the driver's seat of the truck. "I guess now's as good a time as any."

Again, the four pirates burst out laughing.

"Oh, yeah!" Squint cackled. "You're a real charmer, Rarity! You totally won him over!"

Rarity started down at her hooves.

"Don't listen to them, Rarity," Fluttershy whispered as she patted her friend's shoulder. "I thought you were really nice and charming."

"Thanks, Fluttershy," Rarity replied.

"I can't believe no other trains will help us!" Rolo grunted. He was clearly frustrated. "Don't any of these trains care about anyone other than themselves?"

"Well, hun," Raz called over, "Fact of the matter is that there's just more important things in life than entertaining whiney brats! Ain't that right guys?" Her three crewmates all laughed along with her.

"There's no way any other engine is helping you guys over that mountain!" Gupta sneered. "You may as well give up and hand over all your delicious food to people who can actually eat it!"

"That would be us!" Flynn giggled.

"Shut up already, ya big jerks!" Pinkie snapped at them.

Suddenly, their insulting laughter was interrupted by a deep horn suddenly sounding.

"Oo! The shell horn!" Flynn squeaked.

"LUNCH BREAK!" Gutt's voice shouted out when the horn was finished.

"Oh boy!" Flynn exclaimed. "Lunch!"

"Be seein' you boys in twenty!" Raz called over as the four of them darted off back toward the truck.

"Finally!" Rarity sighed in relief. "A few minutes of peace!" She and the other ponies eased up on their guards.

They sat around and waited another few minutes. No more engines came.

At last, the goose lost patience, and stomped up to Rolo. "Well," She grumbled, "I told you there wouldn't be any engines to pull us!"

"There will so," Rolo replied, trying to sound hopeful.

"There will not," she snapped back, getting in his face.

"There will!"

"There won't!"

"There will!"

"There won't!"

"Hey, guys, stop fighting!" Pinkie called over as she walked up to them to try to calm them down.

"Yeah," Fluttershy added, not as loud as Pinkie though. "This-this is no time for fighting."

Back at the train yard, Georgia had her funnel all bandaged up. Doc had told her she'll have her chug back in a few days, but she was still sad that she could not pull the birthday train.

"Poor Georgia," Tilly said to Chip as they looked over at her from the shed.

"Yeah," Chip nodded. But then he thought of something and turned excitedly to Tilly smiling. "But now's your chance!" He whispered.

"My chance?" Tilly didn't get it at first, but then it hit her. "Right, for a train!"

She got excited. Finally, she would get to pull the most wonderful train ever! She chugged up to Tower to ask.

She cleared her throat before calling up to him. "Tower?"

Tower glared down at her. "Now what?" He demanded.

"Let ME take the birthday train over the mountain!"

Tower sighed, as though happy thoughts were coming to him, and he smiled.

"You really wanna do this, don't ya kid?"

"I think I can!" Tilly nodded.

"I think he's gonna go for it!" Chip whispered as Tower continued to nod. But then suddenly his face changed to a very angry one.

"Never!" He shouted, leaning over Tilly. "Next! No way, no time, not now, not ever! NO NO NO!"

Each time he said no seemed to slap Tilly across the funnel. She chugged away to where she could not hear Tower.

Author's notes: You know this story is a bit challenging because it's for my brother, and I'm suppose to be writing at his reading level, which I think is a bit below mine. He's been read books like the Hardy Boys series and the Box Car Children, so I don't know. Maybe I'm not being that far ahead of him here.

About this little subplot about Rarity being jeolous of Twilight's magic and wishing her magic was just as good? I think that would make a great idea for an actual episode. Who knows? Maybe that will be the premise of one episode in season 3 (which I am hyped for). I imagine some of the dialogue in it going like this possibly:

Applejack: Well, you ain't Twilight. I think that's pretty clear at this point.

Rarity: I know I'm not Twilight! Jeez Applejack, care to rub it in some more?

Applejack: Well, what I mean is... if you ask me, you should stop tryin' to be her and just be you!

or another one, when there's some kinda big problem Rarity needs to fix.

Rarity: Oh dear, okay... um... let's see... what would Twilight do?

Pinkie: Forget what Twilight would do! What would Rarity do?

Yeah. Just some ideas.

So, I hope everyone enjoyed this chapter. Please review (subscribing and favoring would be nice too, but especially review)! I'll see you all next chapter where Jebediah comes to the rescue... or does he?