This is the 23rd chapter. I don't own the series of My Little Pony: Friendship is Magic.

Fall Weather Friends

The group had come back from Canterlot the previous day. Both Winter Breeze and Rose Lotus were happy that they were officially welcomed by Pinkie Pie and Fluttershy. Fluttershy filled the adoption papers, officially adopted Winter Breeze as her own daughter. Pinkie Pie throws the adoption party for Rose Lotus and Winter Breeze and residents of Ponyville have gotten to know the two fillies.

After that, Rose Lotus had stopped having nightmares. She started to sleep more peacefully when she slept with Pinkie Pie. Winter Breeze was welcomed by the animals at the cottage, especially Angel. Fluttershy read her some bedtime stories at night and slept with the Icelandic filly. Both Pinkie Pie and Fluttershy were happy to have given Rose Lotus and Winter Breeze what they really needed: a family. The two mares were happy to give the two fillies what they needed.

Saffron Masala and Coriander Cumin were very happy to hear of Rose Lotus accepting Pinkie Pie as her mother, and they continued teaching the gypsy filly of fortune-telling, dancing, and cooking.

Zane continued teaching Winter Breeze in martial arts after hearing the news of Fluttershy adopted the Icelandic filly which he was happy to hear it.

Few months later on the season of fall, Rainbow Dash and Applejack were busy playing a friendly game of horseshoe toss, with Apple Shine watching them. It was Rainbow Dash's turn. She grunted as she made her toss and came up short of hitting the wooden stake.

"Whoo-hoo!" Rainbow Dash cheered.

"Hoo-wee!" Applejack said. "Not a bad pitch for a pony who works with her head in the clouds."

That got Apple Shine snicked of the pun, which it was kind of funny.

"Oh yeah?" Rainbow Dash retorted. "Think you can do better, cowgirl?"

"Ah know Ah can." Applejack answered, picking up a horseshoe.

With a grunt of her own, she made her toss, but her horseshoe landed just behind Rainbow Dash's horseshoe.

"Oh fer Pete's sake!" Applejack retorted, disappointed her toss.

"It's okay, Ma. It was a close one, though." Apple Shine assures her mother, earned a nod from Applejack.

"Heh! Looks like this Pegasus can pitch better than the workhorse." Rainbow Dash remarked, light tapping Applejack's hat so it tilted over her face. "The object of the game is to get the closest to the stake."

Apple Shine couldn't help but rolled her eyes indignantly, even well-aware of the horseshoe toss rules in her old world since she use the play that game with her old family.

"All right, all right." Applejack said indignantly. "Ya got another throw there, pony girl."

Rainbow Dash grunted and threw her horseshoe a little harder. The horseshoe overshot the wooden stake and made a sound like it crashed into something far beyond it.

"Wow, Rainbow, heh." Applejack said sarcastically. "Ya couldn't hit a barn door with that kinda throw!"

That got Apple Shine laughed a little, earned a glare from Rainbow Dash.

"Yeah, yeah. I still have the closest throw, Applesmack." Rainbow Dash shot back. "Just try and beat it."

Applejack just made a determined look on her face as she focused her target. She then made a strong toss and the horseshoe landed, ringing around the wooden stake.

"Yee-haw! It's a ringer!" Applejack said. "That's how ya do it on a farm."

"Way ta go, Ma!" Apple Shine cheered, ran to her mother and hugged her.

Rainbow Dash was just dumbfounded.

"I lost." Rainbow Dash said in disbelief and disappointed.

"Ah, don't feel bad, Rainbow." Applejack said. "It's all in good fun."

"She's right, no use bein' a sore loser." Apple Shine adds. "Besides, win or lose don't matter, ya just give yer best shot."

"I hate losing." Rainbow Dash said, pouted to herself and not taking Apple Shine's word for it.

"Besides, yer a mighty good athlete. Ah'm just better." Applejack said as she and her daughter walked away.

While Applejack was only trying to soften the blow of Rainbow Dash's pride, her personal ego was feeling rather threatened.

"All right, Applejack." Rainbow Dash said as she hovered over to Applejack. "You think you're the top athlete in all of Ponyville?"

"Well, Ah was gonna say in all of Equestria." Applejack said, using her tail to brush Rainbow Dash away. "But that mite be gildin' a lily."

"...and I think I'm the top athlete." Rainbow Dash retorted. "So let's prove it."

"Prove what?" Applejack asked, turned around to face Rainbow Dash.

"I challenge you to an Iron Pony competition." Rainbow Dash said. "A series of athletic contests to decide who's the best once and for all."

Applejack didn't feel like she had anything to prove when she turned to her daughter, noticed Apple Shine shook her head which she's telling her to walk away. Though, her competitive nature made her think otherwise.

"Ya know what, Rainbow? Yer on." Applejack said.

They each spat a hoof and bumped them together in agreement before giving each other determined smirks.


My Little Pony, My Little Pony

Ahhhh

My Little Pony

I use to wonder what friendship could be

My Little Pony

Until you all share this magic with me

Big adventure,

Tons of fun,

A beautiful heart,

Faithful and strong,

Sharing kindness

It's an easy feat

And magic makes it all complete

You all have my little ponies

Do you know all you're my best friends?


Rainbow Dash was now warming up as she began to do some stretches to get her body for their...well, what should have been just a small competition. Twilight, with her son next to her, Spike on her back, Mario next to Twilight, and Apple Shine had arrived to see what the commotion was all about.

"So, you two are doing what now?" Twilight asked curiously.

"An Iron-" Applejack was about to answer.

"Iron Pony Competition." Rainbow Dash beats her to it as she continued stretching.

"What's that?" Comet asks.

"See." Applejack explains. "we've set up a bunch of events to decide which one is-"

"The most athletic pony ever!" Rainbow Dash interrupted again and continued to grunt as she warmed up.

"Huh, it's almost like American Ninja Warrior." Comet pondered.

"'American Ninja Warrior'? What in tarnation are you talkin' about?" Applejack asks in confusion.

"Basically, it's a competition series where competitors participated in a strenuous obstacle courses." Apple Shine explains. "There were only four obstacle courses that test out in between balance, upper-body strength, and grip. Also, if you fall onto the water or touched it, your time ends, and the timer records the time."

"And what happens if they do make it?" Twilight asks.

"Then, they'll advance to the next round, but it only depends on how fast you go along with the time." Comet answered. "However, each of the obstacle courses can only get harder and tough."

"Wow, that does sound tough, and it might have some link to the Iron Pony Competition." Rainbow Dash said. "But what happens if any of the competitors made it all the way?"

"Then, they'll have to face the hardest obstacle course called, Mt. Midoriyama." Comet answered. "That obstacle course is really hard, it only stands 8 stories tall with 75-foot rope climb. And if they made up to the top before time runs out, they'll win 1 million dollars."

"Whoa, that's a lot." Rainbow Dash states with shock.

"That's fer sure." Apple Shine agrees with a nod.

"And we'll have to tell the princess about it, too." Twilight suggests.

Mario nods with an agreement, decided to change to subject.

"Anyway, we're here too...?" Mario asks, puzzled.

"I don't know." Rainbow Dash answered, still grunting. "Why are they here?"

"To be our judge and keeps score." Applejack explains with an indignant glare, but softens her expression. "Maybe Mario can help referee since he's just as honest as Ah am."

"You forget I'm strict too, Applejack." Mario said as he glared Applejack and Rainbow Dash. "And as far as I know, sometimes you two are just not playing fair."

"NOT PLAYING FAIR!?" Applejack and Rainbow Dash shouted in shock.

"You heard me. I've seen you guys do a lot of ridiculous stunts to prove who's the best, but if you want me to be the referee, then I expected a nice clean game from the both of you." Mario said sternly when Apple Shine and Comet nods with an agreement before he sighed and smile a little. "But I'll keep the score too."

"Alright." Applejack said excitedly. "And Twilight can declare the winner."

"Right, heh." Rainbow Dash replied. "Somepony's gotta record my awesomeness for the history books.

Applejack, Apple Shine, Twilight, Mario, Comet, and Spike just rolled their eyes.

"Is she always like that?" Comet asks.

"Eeyup." Mario and Applejack replied, turns to each other and chuckled a bit.

Soon everything was set up for the start of the Iron Pony Competition.

"Hello everypony, and welcome to the first annual Iron Pony Competition!" Spike announced, using a twig as a microphone.

"Uh, Spike, who are you talking to?" Twilight asked curiously.

"Um...Uh, them!" Spike said.

Luckily for Spike, Pinkie Pie, Rose Lotus, Djali, Fluttershy, Winter Breeze, and Rarity arrived to watch the event.

"Let the games begin!" Spike announced the ponies cheered, excited at the first event.

"Ah've seen one of those before." Apple Shine states, looking at the barrels. "Mah old family have done those barrel racin' before. Just like in the Rodeo events back in mah old world."

"Sounds like yer old folks competed before, huh?" Applejack asks with smile.

"Yep, mah old family competed at the Rodeo events to earn some money for the ranch." Apple Shine explains.

Applejack smiled as she kissed her daughter in the forehead.

"Alright everypony, ponies will start at the sound of my whistle." Mario explains. "Each pony must successfully weave their way through the barrels as they make their way towards the finish line. The pony who gets to the goal the fastest wins. Time penalties will be added for any bumped barrels."

Applejack was ready to go.

"Ready. Set. Go!" Twilight said.

TWEEEET!

Mario blew the whistle and Applejack took off, maneuvering as quickly as she could, but as she approached the final half of the course, her flank bumped the barrel.

"Dagnabbit." Applejack remarked with a gasp as she crossed the finish line.

"Time, Spike?" Twilight asked.

Spike looked at the stopwatch Mario had him borrowed for the event.

"17 seconds." Spike said.

"Yer kiddin'!" Applejack said, shocked. "That breaks mah record from last year's rodeo."

"But we've got a 5 second penalty." Spike added.

"So, your true time is 22 seconds." Mario said.

"Nuts and shoes!" Applejack remarked with a sigh, kicked the rock. "Still that's 22 seconds. Not too shabby."

Rainbow Dash just felt quiet. The sweat on her face showed that she was feeling a little intimidated at Applejack's fast time.

"Hey, don't be nervous." Applejack said supportively. "Remember, it's all in good fun. Now git on up there."

Rainbow Dash slowly flew over to the starting line, still sweating a bit as she got herself ready.

"Ready. Set. Go!"

TWEEEEET!

With the blow of the whistle, Rainbow Dash took off at high speed and weaved through the barrels. Not only was she fast, but her run was clean too.

"Woo! That was some fancy hoofwork their, Rainbow!" Applejack said, clearly impressed.

"Thanks, but I couldn't have been as fast as you." Rainbow Dash panted.

"What was the time on that, Spike?" Applejack asks.

"18 seconds!" Spike exclaims.

"And no penalties!" Mario added.

"18 seconds!" Applejack said. "Rainbow, are ya sure yer not secretly a rodeo pony?"

"Rainbow Dash wins the barrel lead!" Twilight announced and Fluttershy placed an apple shaped card on a scoreboard with the #1 on it.

"Oh, I can't believe I won!" Rainbow Dash gushed excitedly in the air.

"Yeah, well, don't you go gettin' use to it." Applejack said indignantly as she pinned Rainbow Dash to the ground.

That got both Apple Shine and Comet worried.

"I've got a bad feeling about this." Comet muttered.

"So do Ah." Apple Shine agrees.

"Next event is the test strength." Mario said. "At the sound of my whistle, each pony has one try to send this little marker to the bell at the top."

"Um, last time I check, they use a huge mallet to slam the lever." Comet states.

"Yeah, but that only happens at the carnival in our world." Rose Lotus points out.

"Why using the mallet?" Twilight asks curiously.

"To see if the marker hits the bell, or not." Apple Shine answered. "Takes a lot of upper-body strength to do that."

Twilight nods with an understanding since humans from another world usually does strenuous things when it comes to obstacle courses or strength testing.

"The player who succeeds or the player who hits the bells the loudest and/or fastest wins." Mario finishes. "Rainbow, 3, 2..."

TWEEEEEEEEEEEET!

Rainbow Dash then stomped as hard as she could to send the marker all the way to the top without much difficulty and the ponies cheered.

"Mighty respectable." Applejack said as she was lounging underneath an apple tree with a piece of wheat grass in her mouth, which she spat out as she got up. "But let me show ya how it's really done."

Mario blew the whistle and Applejack gave a loud grunt. She not only got the marker to hit the bell faster, but sent it up so fast it blasted the bell right off the top. Rainbow Dash watched with her mouth hanging out as the ponies cheered.

"She's strong, but this is ridiculous." Comet said with annoyance.

"Yeah, we know she's strong, but not that strong." Rose Lotus nods.

Apple Shine was shocked that her mother was very strong, she may or may not know her own strength.

"Years of applebuckin." Applejack boasted as she bucked the apple tree Rainbow Dash was sitting under. It was then five apples bopped Rainbow Dash's head, then two more hit her head.

Rainbow Dash grunted as she rubbed her sore head while Fluttershy put a card with #1 next to Applejack's part of the scoreboard.

"Um, is it just me? Or this is starting to get out of hoof?" Winter Breeze asks, raised her eyebrow while lands next to them.

"It's not you, Winter." Apple Shine answered.

"And I have a feeling this is about to get ugly." Comet adds.

Mario have overheard of their conversation which they might be right since Applejack and Rainbow Dash are letting their competitive streaks get the better of them. Just then, Pear Butter, Bright Mac, Apple Bloom, Granny Smith, and Big Mac are cheering for Applejack after hearing of the Iron Pony Competition.

"Next event: The Bucking Bronco." Mario announced. "Each pony has Spike riding their back as they bounce and buck about to try and knock him off. The pony who makes Spike fall off the quickest wins. However, any intentional harm to Spike to make him fall off faster will result a disqualification."

Applejack got ready to start while Spike gulped nervously and sweating.

"Why me?" Spike asks rhetorically.

"Go!" Twilight shouted as Mario blew the whistle.

Applejack soon started jumping and bucking as roughly as she could.

"Whoa! Whoa! Whoa! Whoa-hoa! Whoa! Whoaaa!" Spike cried out as he tried to hold on before Applejack launched him into the air and into a nearby plie of hay. "Ouch!"

Spike didn't have much time to recover. As soon as he popped out of the pile of hay, Rainbow Dash was already underneath him.

"Ready for another pony ride?" Rainbow Dash asks with determination.

"No!" Spike whimpered.

"Rainbow, 3, 2...TWEEEEEEEEEEEEEET!"

With the blow of the whistle, Rainbow Dash took off. She wasted no time bouncing Spike.

"Guh-guh-guh-guh-guh-guh-guh-guh-guh-guh-guh-guhwhoaaaaa!" Spike cried out.

He didn't even last for a few seconds before Rainbow Dash sent him flying high into the air.

"Rainbow Dash wins the bronco-buck!" Twilight announced as another bell rang in the distance.

Spike was now hanging on the top of the scoreboard, looking dazed and worn out. Fluttershy looked at him with worry as she updated the scoreboard.

"And I lose." Spike groaned.

Mario still felt the need to do something because after hearing the foals conversation, they were right about Applejack and Rainbow Dash being so competitive, but the two don't understand the meaning of winning.

It was then, some other ponies began to appear and cheer as Applejack and Rainbow Dash for ready for the next event. Applejack couldn't help but show off a little while Rainbow Dash was struggling to keep her lasso from falling apart.

"Ah was like that during mah first time in lassoin'." Apple Shine said with a giggle.

"Did you parents taught you how?" Rose Lotus asks.

"Eeyup, they gave me a few pointers while practicin'." Apple Shine nods.

"And as far as Rainbow, she's having trouble with her lasso." Comet points out. "Not to mention Applejack was showing off."

"That's because Ma done it longer than Ah have." Apple Shine explains. "Maybe Ah'll ask her how to lasso."

"The next event: Lasso Contest." Mario announced. "At the start of my whistle, each pony will take turns lassoing and tying up Spike. The pony who can tie up Spike in the most charismatic and cleanest knot wins."

"Part of the Rodeo event?" Winter Breeze asks.

"Yep, except we only lasso on cattle." Apple Shine answered.

"Ponies, 3, 2..."

TWEEEEEEEEET!

Applejack wasted no time going first.

"Whoa!" Spike grunted as he found his claws and feet tied together in one simple knot as he landed on his back. "How do I get roped into these things?"

Spike never got his answer as the other ponies cheered for Applejack and tossed several roses at her hooves. Spike didn't have to deal with being tied up again because Rainbow Dash had ended up getting herself tied up in the same manner, but was hanging from a tree upside down.

"Does this count?" Rainbow Dash asked with a grunt, tried to get out of her own knot.

"Applejack wins!" Mario announced as the bell rang and the score was updated again.

The next event was ball balancing, which was simply the pony would keep their ball in the air without dropping it wins. Applejack grunted, but easily lost her ball while Rainbow Dash just bounced hers without difficulty. The ponies cheered, while Pegasi tossed some roses at Rainbow Dash from above as the bell rang and the score was updated.

After that was hay toss, Rainbow Dash went first and tossed a rather heavy haystack into the air a decent distant and flew over to it as the haystack landed. Rainbow Dash then blew a raspberry at Applejack. Then not a second later, a much larger and heavier haystack crashed right on the top of Rainbow Dash, causing the four foals to cringe. Ponies cheered as Applejack was carried away. The bell rang and the score updated again.

Then came a hoof-wrestling, which one would think Applejack would have the huge advantage over. Applejack grunted in shock as Rainbow Dash pinned her fore-hoof down with ease. The bell rings and the score was updated again.

Finally came the football kicking event. Rainbow Dash gave her football a nice long kick, but Applejack was able to kick her football higher and farther, nearly hitting some Pegasi spectators in a nearby cloud. Fluttershy gasped as the football came barreling at her. She used the score panel in her hooves to protect herself. The football managed to knock the score card right into the scoreboard. The bell rang and Fluttershy made a 'it's good' pose with her fore-legs.

"Fillies and gentlecolts, at the halfway point, our competitors are tied at five and five." Spike announces.

"Who are you talking to?" Twilight asked, annoyed at his showboating while Mario and Comet were also getting annoyed with it.

"Them!" Spike answered.

What had been considered a small competition was now a full-on spectator event with lot of ponies cheering and even creating a pyramid and cheering.

Soon, the push-ups competition was underway, and Twilight was officially kept counting. The looks on Applejack and Rainbow Dash's faces shows that they were hitting their push-up limits,

"95, 96, 97, 98, 99..." Twilight counted when Rainbow Dash opened her wings to give her some strength relief. "100!"

Applejack then collapsed down to the ground in exhaustion and Rainbow Dash was declared the winner. Mario just had a stern look on his face jotted down on a clipboard. Applejack was angered as well.

"Be a good sport, Applejack." Applejack told herself, but knew Rainbow Dash cheated.

"Did she just use her wings to cheat?" Winter Breeze asks.

"She did." Comet nods, angered at his godmother. "And I had a feeling she'll use those wings."

"No doubt 'bout it." Apple Shine agrees.

Some of the other events seemed to show Rainbow Dash was having similar issues. In the long jump, each pony took a turn to see how far they could jump into the air. When Rainbow Dash realized she was going to fall behind Applejack, she opened her wings to give her a distance boost so she landed ahead of her. Next came was chicken cross. The hens clucked and the chicks chirped as each pony was tasked to carry as many chicks as they could to the mother hen. Applejack tried to be graceful, but mud splashing caused her chicks to abandon the pony. Rainbow Dash just walked smugly as she opened her wings to carry all the chicks across and keep them away from the splashing mud. While only a few events are discussed, there had been a total of 19 events so far and there was one other unmentioned event where Rainbow Dash used her wings for her advantage. Mario recorded these incidents on a clipboard. Then came the final event, which was the tug of war.

"All right, you two." Twilight said. "This is the final event. Give it all you've got!"

"At the start of my whistle." Mario said. "Each pony will pull the rope and try to bring that flag in the middle to their side of the mud wallow. The pony gets the flag to their side wins. Ponies, 3, 2...TWEEEEEEEEEEEEEET!"

With the final blow of the whistle, Applejack and Rainbow Dash began the tug of war event.

"Looks like the workhorse might come out ahead on this one." Spike said.

"We'll see." Mario said skeptically since he didn't think Rainbow Dash was going to play fair.

And just as Mario predicted, Rainbow Dash flew above the mud patch as Applejack was left dangling above the middle of the mud patch.

"That's not fair." Applejack said with her voice muffled from the rope in her mouth. "Ya can't use yer wings ta help ya win."

"Huh?" Rainbow Dash asked, not able to understand her.

"Yer cheatin'!" Applejack mumbled.

"I can't understand you with that rope in your mouth." Rainbow Dash answered.

"Ah said...uh-oh." Applejack realized that by spitting out the rope, she had released her only support that was keeping her from mud. Luckily, Comet used his magic to stop Applejack from getting into the mud. "Whew, thanks Comet."

Comet nods as he levitates Applejack next to the ground.

"I guess we can rule out the mud wrestling event." Comet said.

Applejack couldn't help but chuckle of his remark. The crowd cheered and the bell gives the final ring.

"Whoo-hoo!" Rainbow Dash said as she updated the scoreboard herself. "I win by a landslide...or mudslide in your case!"

Rainbow Dash chuckled as Applejack glared at her when the four foals and Mario also give her a glare.

"I am the Iron Pony!" Rainbow Dash shouted to the world as a pair of Pegasi held a rainbow banner behind her and some ponies cheered.

"Only 'cause ya cheated." Applejack retorted angrily.

"What?!" Rainbow Dash exclaimed as she flew into Applejack's face.

"Ya used yer wing power ta help yah win over half of those contests." Applejack pointed out.

"Sounds like sour apples to me." Rainbow Dash said indignantly.

"Not quite, ya chiseler." Apple Shine remarked angrily. "Ya should've known better than to chisel yer way to win this Iron Pony Competition. Ma should've win because of yer unfair advantage of using those wings."

"Hey, your mom never said I couldn't use my wings." Rainbow Dash remarked.

"And Ah didn't think Ah needed to tell ya to play fair." Applejack retorted.

"She's right, Rainbow." Mario added as he approached the three ponies, showing his clipboard with the proof. "Your wings gave you an unfair advantage and you're smart enough to know that. Using your wings might not have been stated by the rules, but you did use them to cheat in exactly 10 events. In fact, I can outright disqualify your win at the tug of war and the rest of the event!"

"What?!" Rainbow Dash exclaimed.

"The rules stated and I quote: Whoever gets the flag to their side of the mud patch wins." Mario explained sternly. "You never crossed the flag to your side of the line, you just dangled Applejack over the mud and about to let her fall in if not for Comet! That's not just cheating, but it's bad sportsmanship. There's no honesty in winning like that!"

"Like you could never cheat if you would be the fastest unicorn alive!" Rainbow Dash shot back.

That got Rainbow Dash gasped as she wished she could take it back when Mario grabbed her by the tail and slammed her on her stomach. Mario gave her a very fierce glare, that made her cower in fear. Even when he was furious with her over the dragon incident, Mario never looked that angry.

"I don't do races anymore! And I don't cheat!" Mario said in a tone that could give ponies a cold chill. "And don't you ever forget that, Rainbow Dash! Fluttershy, subtract 5 points from Rainbow's score and give them to Applejack!"

Fluttershy hesitated before she did as she was told, leaving the ponies tied.

"Remind me to never get on his bad side." Comet suggests, earned a nod from the three fillies.

Rainbow Dash wasn't going to settle for a tie.

"I still would have won even without my wings." Rainbow Dash replied indignantly.

"Hah!" Applejack said. "Prove it!"

"Gladly!" Rainbow Dash answered before looking puzzled. "How?"

"Tomorrow is the annual Runnin' of the Leaves." Applejack explains. "I challenge you ta race me in it."

"Heh! Easy schmeasy." Rainbow Dash answered and went to fly off when Applejack pinned her down the ground by standing on the tail.

"Hold on!" Applejack said. "There is one condition: The point is to run, so no wings allowed."

"No wings?" Rainbow Dash remarked as she bucked Applejack off her tail. "No problem!"

They both then spit on their hoof and smashed them together. Then they just glared until Rainbow Dash blew a raspberry at Applejack. Applejack just chuckled before they continued their little stare down contest.

Having enough of this, Mario lit his horn and then he slammed their heads against each other as they grunted in pain. Mario stood tall, glaring at them as they moaned in pain while rubbing their heads.

"And don't do anything stupid! The last thing I want is you two to stop acting like babies!" Mario ordered sternly before marching off.

"BABIES?!" Applejack and Rainbow Dash splattered, but Mario didn't hear them.

That night, Mario was practicing in the dojo with the practice dummy. Zane, Winter Breeze, and Comet Stardust watches Mario punching the dummy which he was still pretty angry about what Applejack and Rainbow Dash had done and he was now getting fed up with their rivalry.

"Stupid Applejack and Rainbow Dash competing a race to prove who's the best!?" Mario muttered angrily. "Stupid race! UGH!?"

"Mario, calm down." Zane assures him, earned his attention. "While it is understandable that Applejack and Rainbow Dash can be competitive towards one another, thus they do get on each other's nerves, and ours, but there's no need to get angry."

Mario knew that Zane is right as he sighed.

"I'm sorry, you're right." Mario said. "And yeah, they really have been getting into each other's nerves. I have to stop it somehow."

Until, they heard a slide opened and it revealed to be Apple Shine, Pear Butter, and Bright Mac when they arrived inside of the dojo.

"Are you alright, Uncle Mario?" Apple Shine asks, worried. "Ya haven't been at home for hours."

"Sorry, Apple Shine, I just need to blow off some steam." Mario apologizes to her niece, hugging her.

"Apple Shine filled us in about the Iron Pony Competition, and how you slammed their heads after they challenged each other." Bright Mac told him. "Applejack is still sore about her cheatin' by using her wings."

Mario rolled his eyes, not surprised about it.

"We just wanted ta make sure yer okay, we were worried about you." Buttercup adds.

"Sorry, like I said, I just need to blow off some steam." Mario told his parents, sighed. "I have to stop them before things get out of hoof."

Bright Mac and Pear Butter can tell that their son really wanted to stop them since the event starts tomorrow. Zane, Apple Shine, Winter Breeze, and Comet can also understand. Though the three foals wished they can help, but they're too young to compete at the Running of the Leaves event.

Just as Comet is heading home after being dismissed from the dojo, Twilight opened the door and saw her son coming home.

"Hi Comet, you came home late." Twilight said.

"Sorry, Mario is still angry at Applejack and Rainbow Dash." Comet said. "These two are still letting their stubborn pride get the better of them, and not knowing what winning is all about. I just wish there is a way to stop them before things get out of hoof."

Twilight can understand what Comet is telling her, though they know both Applejack and Rainbow can be competitive towards each other. Like Mario and the four foals, she did saw Rainbow Dash cheated her way to win by using those wings.

"Don't worry, Mario and I will think of something." Twilight assures her son with a warm smile, hugging him. "Tomorrow is the Running of the Leaves, Mario, Zane, and I will compete."

"Mom, are you sure about this?" Comet asks. "Have you ever run before?"

"No, but it'll be the first time for everything." Twilight answered. "And don't worry, we'll keep an eye on Applejack and Rainbow."

Comet gives his mother a thankful smile as he hugged her.

The next morning, Mario, Apple Shine, and Zane met up with Twilight, Comet, and Spike as they were casually leaving the Golden Oak Library toward the location where the Annual Running of the Leaves event would take place. Spike was getting impatient.

"Twilight, Mario, Comet, Zane, hurry up! We're gonna be late for the race." Spike complains as he rode on Twilight's back.

"Why are you so excited about the race?" Twilight asked curiously. "It's only for ponies."

"Yeah, but I'm hoping I can be the announcer again." Spike said as he stood on Twilight's back with his twig for a microphone.

"Um, should we tell him?" Comet asks with a whisper when Mario and Zane shook their heads.

"Just listen." Spike said. "Fillies and gentlecolts, welcome to the Annual Running of the-"

"Welcome to the Annual Running of the Leaves!" The voice of Pinkie Pie said. "This is Pinkie Pie, your official p-eye-in-the-sky announcer!"

Pinkie Pie came floating above in a hot-air balloon that had a megaphone attached to the edge of the basket.

"I asked Mom to take your place as an announcer, and your job so that you wouldn't blow your ego." Rose Lotus told him with a smirk, when she and Djali approaches.

Spike couldn't help but glare at the gypsy filly while Comet, Mario, and Zane laughed a bit. Spike just angrily threw his twig to the ground and pouted.

"Sorry, Spike." Twilight said sympathetically. "I guess that job's already taken."

"As everypony knows." Pinkie Pie continues. "The Running of the Leaves is a very important tradition, for without it, the autumn leaves in Equestria would never fall. So, get ready ponies, the Running of the Leaves will begin in five minutes!"

It was then the ponies who were going to participate began to line up at the starting line. Some of them were eager to get started and were stretching a bit. Appplejack was already stretching as Rainbow Dash made her entrance.

"Pardon me, excuse me." Rainbow Dash said arrogantly as she pushed her way through a pair of ponies and made her way towards Applejack. "Make way for the Iron Pony."

"The Iron Phony, you mean." Applejack said. "Accordin' to mah brother, we tied yesterday."

Though, Rainbow Dash wasn't listening.

"So, Applejack, you ready to win second place?" Rainbow Dash asked her.

"Ah'm ready to run a good, clean race." Applejack said.

"Yeah, yeah..." Rainbow Dash answered.

"You are not allowed to use yer wings." Applejack reminded her.

"I could win this race with both wings tied behind my back." Rainbow Dash remarked proudly.

Applejack just hummed to herself as she got an idea. Soon Applejack gave a grunt as she used a rope to tie Rainbow Dash's wings up and prevent her from using them.

"Trussed up like a turkey." Applejack said. "Well, a turkey who can't fly that is."

"Very funny." Rainbow Dash said indignantly.

"'Least now we know we're racin' fair and square." Applejack said.

It was then they heard a trumpet from above.

"Racers! Please take your positions!" Pinkie Pie announced as the ponies got ready to begin the race. That was when Spike approached the hot air balloon.

"Um...Pinkie Pie?" Spike asked timidly.

"Hey, Spike! What's up?" Pinkie Pie asked. "Oh wait, it's me! I'm up!"

Pinkie Pie laughed at her own joke.

"Uh, yeah." Spike answered slowly. "I know you're doing the announcing today and stuff and...I'm sure you're gonna do a great job and all, but...I was just wondering..."

"What?" Pinkie Pie asked, but Spike lost his courage to ask.

"Aw...Forget it." Spike said and turned to leave, but Pinkie Pie had figured it out what he was trying to say.

"Spike!" Pinkie Pie called out. "Would you like to be my co-reporter? We could comment on the action together!"

"We could?" Spike replied excitedly.

"Climb on up!" Pinkie Pie said.

Spike quickly grabbed the rope and got on board.

Meanwhile, Rainbow Dash and Applejack were just getting ready to go when they noticed Twilight Sparkle at the starting line.

"Twilight? What in tarnation are you doin' up here?" Applejack asked surprisingly.

"I'm racing." Twilight answered which it got Rainbow Dash laughing.

"Good one, Twilight." Rainbow Dash replied as Twilight gave her indignant look.

"I'm not joking." Twilight said bluntly.

"What?!" Rainbow Dash exclaims. "You're not an athlete, you're a...well...you're an egghead."

"I am not an egghead." Twilight retorted. "I am well-read."

"Egghead." Rainbow Dash said softly to Applejack, who just snickered.

"But have you ever run a race?" Applejack asked.

"Well, no." Twilight asked honestly. "But I do know a lot about running."

"And you know this from..." Rainbow Dash asked her curiously as well as mockingly.

"Books." Twilight answered. "I've read several on the subject."

Rainbow Dash tumbled into her back, laughed loudly.

"What'd you read, 'The Egghead's Guide to Running'?" Rainbow Dash asked, still laughing her silly. "Did you stretch out your eye muscles to warm up? Get it? Eye muscles."

Twilight just looked annoyed. Comet didn't find her joke funny because he felt like his mother is offended.

"Scoff if you must, Rainbow." Twilight said. "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."

Rainbow Dash and Applejack were finding it hard taking Twilight seriously.

"Well, I think that's just dandy, Twilight. Good luck." Applejack said, sharing a snicker with Rainbow Dash.

"Yeah. See you at the finish line...tomorrow." Rainbow Dash added as she chuckled herself.

Twilight didn't take lightly to the teasing, but then got a smirk on her face.

"You know girls." Twilight said smugly. "I may have learned a lot about running from books, but I did have one of the best teachers in all of Equestria to teach me to do a race for when I ever wanted to try it firsthand."

"Like who?" Applejack asked indignantly.

She and Rainbow Dash gasped at the ponies standing next to Twilight. Mario Star and Zane were there and they had a determined smirk on their face.

"Mario?! Zane?!" Applejack and Rainbow Dash exclaimed.

"You're competing in this race?!" Rainbow Dash asked in shock.

"Who better to teach me about running than Mario Star?" Twilight smiled and Mario returned it.

"You two know this is just a friendly competition, right?" Mario asked them sternly.

Applejack and Rainbow Dash just exchanged looks before they snickered again.

"Forget it, Mario." Rainbow Dash said cockily. "You are a great fighter, but you are gonna lose. Besides, you only raced one time."

"Be that as it may, but I'm not gonna let you both be unfair at this." Mario replied indignantly, slightly offended. "And just who do you two think you are?"

"We're the models that were built for speed, and suppose you might lose this event once you finish last." Rainbow Dash remarked as the two laughed.

That's when Mario Star just bonked them in their heads, causing them to stop laughing and moaned in pain while seeing stars.

"But what's really important is that you're gonna try your best." Rainbow Dash groaned in pain, rubbing her head. "Ow! I hate it when you that!"

"Thank you." Mario said as he joined next to Twilight.

"And Applejack?" Zane called her. "Apple Shine is going to hear and watch everything in this event. I expect you do well to behave yourself and play fair, that includes you, Rainbow Dash."

Applejack then turns and saw her daughter which he was right, decided to take Zane's word for it. It was then Twilight gave him a light giggle as she was amused of their punishment. Mario Star smiled at her too. He and Twilight were just going to run together and enjoy the sights. Zane noticed that he and Twilight were close since Mario doesn't talk about her much because of the rift long ago, but now the two ponies are making amends.

"All right, ponies, are you ready?" Pinkie Pie announced.

"Get set!" Spike added.

Then the bell rang, and everyone took off. The race is on!

"And they're off!" Pinkie Pie said. "Welcome to the official coverage of the Running of the Leaves. 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." Spike answered, little caught off guard by that comment. "It's the running of the ponies that causes the leaves to fall."

"Ugh. Those lazy, lazy leaves." Pinkie Pie said. "But this year, this 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." Spike said. "These two ponies have a bit of a grudge match they're trying to settle. Trying to prove who's the most athletic."

"Yes, and 'grudge' rhymes with 'fudge'." Pinkie Pie replied.

"Yes, it...does." Spike said, but puzzled. "What?"

"And I like fudge." Pinkie Pie said. "But if I eat too much fudge, I get a pudge, and I can't budge."

"So...no fudge?" Spike asked in confusion.

"Oh, no thanks, I had a big breakfast." Pinkie Pie replied. "Let's check in with our two competitive ponies, Applejack and Rainbow Dash. Have a 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. 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 63.7% of a nose...roughly speaking. Applejack sees this move and pushes forward forth with her strong workhorse legs slinking ahead by 350 noses."

Spike just looked annoyed by Pinkie Pie's idea of measuring leads, but in simpler terms...Applejack and Rainbow Dash were changing positions for the lead until Applejack managed to pull away.

"Not so easy without wings, is it?" Applejack remarked as they continue to speed down the path.

Rainbow Dash was tempted to open her wings, but the rope kept them closed.

"Come on, Rainbow, show 'em a little dash." Rainbow Dash told herself.

Rainbow Dash then picked up her pace to catch right up to Applejack.

"Ho-Hold your horses, Pinkie!" Spike said excitedly. "Rainbow Dash is catching up to the front runner Applejack!"

"What an upset." Pinkie Pie said. "I thought Applejack had this in the bag."

Soon Rainbow Dash was neck in neck with Applejack.

"You didn't think I was gonna let you off that easily, did you?" Rainbow Dash taunts.

Applejack looked a bit indignant, but then one of her fore-hooves hit a nearby rock on the ground.

"Whoa!" Applejack grunts as she tripped and tumbled to the ground and the huge collection of ponies ran by in a cloud of dust.

"I don't believe it." Applejack exclaims as she got back on her hooves.

"I know, it's beautiful, isn't it?" Twilight replied as she, Mario, and Zane arrived.

Mario nodded in agreement as he used a camera around his neck to take pictures of the scenery.

"Not the scenery, Twilight." Applejack retorted. "Rainbow Dash just tripped me."

"She did not." Twilight, Mario, and Zane said together.

"She did too!" Applejack remarked.

"She did not." Twilight said firmly. "And if you slowed down and looked where you were going, like us, you'd see that you tripped over a rock."

Applejack looked back and noticed the rock sticking out where she had been running.

"What? Oh hayseed!" Applejack said, realizing her mistake and seeing the other ponies charging away. "Now, Ah gotta lot of ground to catch Rainbow."

"Just be careful!" Twilight called out as Applejack took off.

"I've had a feeling that things are about to get out of hoof." Zane said.

"That and they're never gonna stop proving who will be the best." Mario agrees. "We need to do something."

"Don't worry, Mario." Twilight assures him. "You're much more mature than them."

Mario felt better and together the three ponies went on their way enjoying the sights.

It didn't take long for Applejack long before she caught up with Rainbow Dash.

"See you at the finish line!" Applejack called out as she charged ahead.

"I don't believe it!" Spike said from above. "After a huge setback, Applejack is back at the front of the pack."

"She's the head of the pack, all right." Pinkie Pie added. "The pick of the litter! The cat's pajamas! Oh wait, why would Applejack take some poor kitty's PJs? That's not very sporting of her."

Spike was just at a loss of words.

"Oookay..." Spike was all could say about that. "Let's get back to the race."

"Not so fast, Applejack!" Rainbow Dash replied as she closed Applejack's lead. "This race isn't over yet!"

"It is for you." Applejack said. "Heh."

Then as if timing couldn't have been more perfect.

"Whoa!" Rainbow Dash grunts as she stumbled and fell down. The crowd of ponies came trampling by, burying her in a huge mess of leaves.

"I don't believe it, Applejack tripped me." Rainbow Dash said in shock as she poked her head out of the leaves.

"Don't you ponies ever look where you're going?" Twilight remarked as she, Mario, and Zane arrived. "You tripped on a stump, see?"

Unfortunately, Rainbow Dash refused to see sense.

"Oh, I see, a big cheater is what I see." Rainbow Dash said.

"Rainbow, Applejack would never cheat." Twilight remarked. "I was just an accident."

"We even saw you tripped on your own ourselves." Zane added. "There's nothing logical about Applejack planting a tree and cut it down in one night, nor could she have just laid the stump there beforehand, it's rooted on the ground."

"Sure it was. I mean, yeah, I'm sure it was." Rainbow Dash replied, a little too quickly to make it sound like she believed either of them.

"Remember, Rainbow, this is just a race." Twilight reminded her and went on her way.

"Plus, nopony respects a winner who cheats either." Mario added, implying a warning to Rainbow Dash not to try anything, as he and Zane followed Twilight.

"Yes, but the rules changed, and two can play it that game." Rainbow Dash said, but mostly to herself.

"Welcome back, Ponyvillians, it's me, Pinkie Pie." Pinkie Pie said from the hot air balloon.

"And Spike." Spike added since he too was in the hot air balloon. "Looks like Rainbow is doing her best to catch up."

"I'm not sure how ketchup is going to help her in the contest." Pinkie Pie remarked. "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 answered with some hesitation in his voice.

"Aaand it looks like Applejack has found herself in quite a pickle as Rainbow Dash overtakes her." Pinkie Pie pointed out.

"Look, ma, no wings." Rainbow Dash gloated as Applejack just narrowed her brow and tried her best to keep with her.

"As the racers enter Equestria's Whitetail Wood, Rainbow Dash is back in the lead." Spike said.

Rainbow Dash then noticed a nearby tree branch. She grabbed the branch and pulled it back. Just as Applejack was in range.

SMACK!

Rainbow Dash let go so the branch smacked Applejack in the face, knocked her back. Rainbow Dash chuckled as she continued on her way.

"Ugh, hey, Rainbow!" Applejack shouted as she noticed the devious smile on Rainbow Dash's face.

Rainbow Dash blew Applejack a raspberry and ran off.

"Why that little cheater did that on purpose!?" Applejack exclaims, noticed another branch behind. "It's on!"

Pulling back as hard as she could without breaking it, she let the momentum of the recoil rocket her forward at high speed. Meanwhile, Rainbow Dash was feeling very pleased with her dirty trick.

"Nice one, Rainbow." Rainbow Dash told herself.

"Later!" Applejack said as she flew by and landed in front of Rainbow Dash.

Rainbow Dash gasped as she growled and gave chase. Applejack then bucked a tree and made a beehive drop by Rainbow Dash.

"Aaa!" Rainbow Dash screamed as she ran for her life.

The fear gave Rainbow Dash the speed boost she needed to pull ahead. She ducked into some bushes as the bees made a '?!' formation and then zoomed away. Once Rainbow Dash felt she safe, she quickly saw a nearby sign and reversed a direction. Applejack, thinking nothing less, just followed the sign without a second thought. Rainbow Dash then laughed herself silly while leaning against the sign as the other ponies ran past her in the correct direction which they couldn't see the change of direction.

"Oh my, Whitetail Wood is just lovely." Twilight said to the two stallions.

"Yes, it makes me feel calm and serene for looking at the scenery." Zane agrees.

"Makes me appreciate the fact my birthday comes during this time of year." Mario added.

Rainbow Dash then gasped as Mario, Zane, and Twilight's conversation continued. She quickly fixed the sign back to its original direction.

"Your birthday party was a lot of fun." Twilight remarked.

"Well, I was surprised that you actually came. I didn't know you care about me." Mario said with a smile which it got Twilight giggled.

"I'll never forget that, especially that we have to keep Cole away from the cakes since we all know that he's addicted to cakes." Zane states, causing them to laugh, but noticed Rainbow Dash nearby.

"Hey, Rainbow, shouldn't you be up ahead?" Twilight asked.

"I'm sure I'll win now." Rainbow Dash chuckled to herself and not really paying attention to them.

"Except that the other racers just passed you!" Zane pointed out.

Rainbow Dash gasped and noticed all the other ponies leaving her behind.

"Oh horse apples...See ya!" Rainbow Dash replied quickly and zoomed away.

Meanwhile, Applejack found herself at the top of a ledge of the mountain, unsure of where she should go.

"Applejack, what are you doing up here?" Pinkie Pie asked curiously as the hot air balloon hovered just above her.

"There aren't even any trees." Spike added.

"I know, but the signs pointed this way..." Applejack said uncertainty, but then realized she was tricked. "...Rainbow! Mind giving me a lift?"

While for some, the hot air balloon assistance would be considered cheating, but considering Applejack was lost, Pinkie Pie made an exception. Of course, one could argue that Pinkie Pie didn't need to drop Applejack right in the pole position either. Rainbow Dash would definitely argue that case as Applejack lands in front of her.

"What the hay?!" Rainbow Dash exclaimed. "You said no flying!"

"No, I said no wings!" Applejack corrected her as the two ponies surge ahead.

"I must say, Spike, that this has been the most interesting Running of the Leaves in Equestrian history!" Pinkie Pie said.

"With the most interesting announcing." Spike added.

"But it isn't the running that's been fascinating." Pinkie Pie added. "It's the lack of running!"

The race course soon took a path into a collection of trees that had the bucket collecting tree sap from them. Applejack wasted no time finding a bucket to buck, spilling the contents on the ground. Just as Applejack hoped, Rainbow Dash ran right into the sticky mess and got her hooves caught in. Rainbow Dash fought hard to pull herself out, but then the sap made her recoil backwards.

"Aaa!" Rainbow Dash grunted when she got an idea as she let the momentum carry her backward and then she pushed forward.

Not only she was able to break free, but she rocketed right past Applejack. But Rainbow Dash actually zoomed so close to Applejack, that she spun around like a mini-tornado. Rainbow Dash soon noticed the tornado and got caught in it herself.

"Whoa!" Applejack and Rainbow Dash screamed together as the tornado brought them both towards the top of a ledge on the mountain. The two ponies glared as they tried to get their bearings when the piece of rock they were standing on began to crack. Soon it broke off and sent the two ponies sliding down to the bottom of the mountain. Fortunately, the two ponies managed to keep their balance as the rock came to rest at the side of the trail.

"Forgive me, girls. I know I'm not an athlete, but shouldn't the Running of the Leaves actually involves running?" Twilight asked curiously as Mario and Zane just stayed quiet as they stood next to her.

They had just when Rainbow Dash realized something.

"You know, I think Twilight's right." Rainbow Dash said.

"You do?" Applejack asked in surprise.

"Yeah!" Rainbow Dash answered. "If you wanna beat me, you better...RUUUN!"

Rainbow Dash took off and Applejack soon followed.

"Once again, Rainbow Dash and Applejack are neck and neck." Pinkie Pie said. "Jockeying for position. Applejack inches ahead, now it's Rainbow, it's Applejack, it's Rainbow Dash, it's Applejack-"

This back and forth continued as they saw the finish line was approaching. Then, Rainbow Dash bumped into Applejack. Applejack grunted as she was knocked to the side.

"Oh no, she di'in't!" Spike remarked.

Then, Applejack bumped Rainbow Dash back.

"Oh yeah, she di'id!" Pinkie Pie remarked as Rainbow Dash bumped her again.

"Cut it out!" Applejack shouted as she bumped Rainbow Dash back.

"No, you cut it out!" Rainbow Dash remarked as she gave Applejack another hard bump.

"You started it!" Applejack shot back as they continued to bump each other.

"And now I'm gonna finish it!" Rainbow Dash snapped as she run ahead.

"Oh no you won't!" Applejack said, bites the tail and pulls Rainbow Dash as she runs ahead.

"Oh yes I will!" Rainbow Dash grunted as she bites the tail and pulls Applejack as she runs ahead.

Applejack then grabs hold of the rope which it gotten loose and the wings opened up freely.

"That's it! All bets are off!" Rainbow Dash angrily as she was about to fly her way to the finish.

"Oh no you don't!" Applejack yelled as she jumped high into the air and tackled Rainbow Dash to the ground.

The two ponies continued to tussle with each other, kicking up a cloud of smoke around them as they made their towards the finish line.

"It's Applejack, it's Rainbow Dash, it's Applejack, it's Rainbow Dash-"

Pinkie Pie called out, but nopony could tell who was in the lead with the cloud of dust surrounding them as they both crossed the finish line before finally untangling from each other. Both ponies were looking very roughed up and both fur, tails, and manes were frazzled.

"I won!" Rainbow Dash shouted.

"No, Ah won!" Applejack retorted.

"I won!" Rainbow Dash repeated loudly.

"You tied!" Spike announced.

"Tied?!" Applejack and Rainbow Dash said in shock.

"For first?" Applejack asked.

"For last!" Pinkie Pie announced.

"Last?!" Applejack said in shock.

"Then who won?" Rainbow Dash asked.

That was when Twilight came up to them, wearing a medal around her neck. Applejack and Rainbow Dash's jaws dropped.

"You?!" Applejack and Rainbow Dash exclaims.

"Oh no, but I did get 5th place." Twilight said. "Which is rather good considering I've never run a race before."

"Then who won?" Applejack asked.

That was when Mario and Zane appeared towards them wearing a medal of their own, except Mario's medal had a '1' on it while Zane's medal had '2' on it.

"What?!" Applejack and Rainbow Dash exclaimed. "Mario?!"

"How is that even possible?" Applejack asked.

"You three ran so slow and looked at the scenery!" Rainbow Dash added.

"Exactly, I paced myself." Twilight said. "Just like my book said and from what Mario taught me. Then at the end, when all of the ponies were worn out, I sprinted to the finish."

"So, how's that for not being the fastest unicorn alive?" Mario smirked at the two ponies. "I may have told you guys that I'm not much of a racer, but this was a plan for me to get you both to stop competing for who would be the best!"

Applejack and Rainbow Dash were dumbfounded.

"And he's right about holding back." Zane said. "Neither of us are going to try to win because he doesn't want to leave Twilight behind. After the support, he and I sped down to the finish line and we were evenly matched, yet I was close to the win."

"I don't believe it." Rainbow Dash said in disbelief. "Twilight, Mario, and Zane beat us. And they did it running slow!"

"Well, with all your horsing around, it quite easy." Twilight said as Mario and Zane nods with an agreement.

Bright Mac and Pear Butter walk towards to their daughter, given her a disappointed looks on their faces since they knew what Applejack did. Apple Shine was also disappointed in her mother, but she was glad that her uncle won. Comet was glad that his mother went 5th place since it's her first time racing. Applejack and Rainbow Dash just looked rather guilty.

"Yer right, Twilight, Mario, and Zane. Our behavior was just terrible." Applejack said.

"We weren't very good sports." Rainbow Dash added.

It was then some ponies in the background began to bow. For Princess Celestia had arrived.

"Sounds to me that an important lesson was learned." Princess Celestia said as she approaches.

"Princess Celestia!?" Applejack and Rainbow Dash said together as they gave her a welcoming bow.

"W-What are you doin' here?" Applejack asked curiously once they stood back up.

"Fall is one of my favorite seasons." Princess Celestia said. "So, I came to celebrate the Running of the Leaves."

"Ah'm sorry you had to see us being such poor sports." Applejack said sadly.

"That's all right, Applejack." Princess Celestia answered. "Anypony can get swept up in the competition. Isn't that right, Mario? Zane?"

Both Mario and Zane responds by nodding with an agreement.

"It's important to remember that friendship is always more important than the competition." Twilight said.

"No amount of winning can ever replace a true friend. Competition is an excellent motivator, but not when it turns you against each other." Mario and Zane added.

"Exactly, Mario, Twilight, and Zane." Princess Celestia answered. "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."

Applejack and Rainbow Dash just smiled at each other.

"Why Princess, Ah bet we can knock those leaves down for you lickety-split." Applejack said and turned to Rainbow Dash. "Whaddya say, friend? Wanna go fer another run?"

"I'd love to stretch my legs." Rainbow Dash said, flapping her wings excitedly.

Princess Celestia, Twilight, Mario, Zane, Bright Mac, Pear Butter, Comet, and Apple Shine smiled as Applejack and Rainbow Dash ran side by side through the collection of trees. This run wasn't about winning...it was about spending time with good friends.

That's it for the 23rd chapter.