We open with Rainbow Dash and Applejack playing horseshoe toss. Rainbow Dash was using blue horseshoes while Applejack was using yellow horseshoes.

Rainbow threw first and came close to the stake. "Woohoo!"

"Not a bad pitch for a pony who works with her head in the clouds." Applejack told her.

"Oh yeah, think you can do better cowgirl?" Asked Rainbow.

"I know I can." Said Applejack. She then threw another horseshoe but it landed farther from the stake. "Oh for Pete's sake." She complained.

"Heh. Looks like this Pegasus can pitch better than the workhorse." Teased Rainbow. "The object of the game is to get the closest to the stake."

"Alright, alright." Said Applejack. "You got another throw there, pony girl."

Rainbow threw another horseshoe but it went all the way over the stake and hit something, breaking it.

"Wow, Rainbow, heh. You couldn't hit a barn door with that kind of a throw!" Applejack teased.

"Yeah, yeah. I still have the closest throw Applesmack." Rainbow reminded her. "Just try and beat it." She challenged.

Applejack picked up another horseshoe and threw it. It landed right around the stake. "Yee-haw! It's a ringer." She cheered. "That's how you do it down here on the farm."

Rainbow Dash couldn't believe it. "I lost."

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

"I hate losing." Rainbow complained.

"Besides, you're a mighty good athlete." Applejack admitted. "I'm just better." She said before chuckling and walking off.

"All right, Applejack." Said Rainbow before flying after her. "You think you're the top athlete in all of Ponyville?"

Applejack paused. "Well I was gonna say in all of Equestria, but that might be gilding the lily." She said, brushing her tail in Rainbow Dash's face.

"And I think I'm the top athlete." Said Rainbow. "So let's prove it."

This caught Applejack's attention. "Prove what?"

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

"You know what Rainbow?" Applejack asked with a smirk. "You're on."

They both spit in their hooves and bumped them together before loweing their hooves and staring at each other.

Soon Rainbow Dash and Applejack were joined by Twilight, Luna, and Spike.

Rainbow was currently doing a few warm-ups.

"So you two are doing what now?" Asked Twilight.

"An iron-" Applejack started but Dash cut her off.

"An iron pony competiotion."

Applejack ignored the interruption and continued. "See we set up a bunch of events to decide which one of us is-" But Rainbow cut her off again.

"The most athletic pony ever!"

Applejack was annoyed and Twilight was confused.

"And I'm here to..."

But Rainbow was just as confused as she was. "I don't know. Why is she here?"

"To be our judge and keep score." Said Applejack.

"Right." Said Rainbow. "Heh, somepony's gotta record my awesomeness for the history books."

"But what about me?" Asked Luna

"You're part of the audience and to cheer us on Luna." Applejack told her.

"Oh, that I can do." Luna said confidently.

Soon Spike began announcing. "Hello everypony, and welcome to the first annual Iron Pony competition!"

Twilight was confused. "Uh Spike, who are you talking to?"

"Uh." Spike was also confused but then he saw Rarity, Fluttershy, and Pinkie Pie approaching. "Them."

"Let the games begin!" Spike said.

The others minus Twilight cheered.

The first contest was running through a path of barrels without touching one and getting to the finish line. Applejack was first.

"Ready. Set. Go!" Twilight said while Spike started a timer.

Applejack ran through the path of confidently but gasped when she saw a barrel and nudged it a little. But no less she made it to the finish line.

"Time." Said Twilight before turning to Spike for the score. "Spike?"

"Seventeen seconds." Said Spike.

"You're kidding!" Said Applejack. "That breaks my record for last year's rodeo."

"Not bad." Said Luna.

"But you got a five second penalty for nudging the barrel." Spike pointed out.

"Nuts and chews." Complained Applejack before cheering up. "Still that's twenty two second. Not too shabby."

Applejack then noticed that Rainbow Dash was looking nervous. "Hey, don't be nervous. Remember it's all in good fun." Apple reminded her. "Get on up there."

Rainbow Dash then went to the path.

"Ready. Set. Go!" Said Twilight.

Dash then zoomed across the path and got to the finish line without so much as brushing a barrel.

Applejack was impressed. "Whoo! That was some fancy hoofwork there Rainbow!" She complimented.

Rainbow panted. "Thanks but couln't have been as fast as you."

Spike then looked at the timer. "Eighteen seconds!"

"Eighteen seconds." Said Applejack impressed. "Rainbow are you sure you're not secretly a rodeo pony?"

Twilight then approached them. "Rainbow Dash wins the barrel lead!"

Fluttershy then put a wooden apple with a one on it next to a chalk drawing of Rainbow on a scoreboard. Applejack's chalk drawing had an apple with a zero on it next to it.

"I can't believe I won!" Said Rainbow flying close to the ground.

"Yeah well don't you go getting used to it." Said Applejack pulling Dash to the ground.

Luna approached them. "Look on the bright side Applejack." She said. "If you hadn't nudged the barrel then you would've won... By a second."

Next was bucking a high striker game.

Rainbow bucked first and she was strong enough to hit the bell. The audience cheered.

Applejack wasn't worried. "Mighty respectable." She admitted. "But let me show you how it's really done." Applejack then bucked the high striker which caused it to break and sent the bell flying sky-high. The audience cheered even louder.

Rainbow Dash just stared in shock and couldn't believe it. Applejack approached her. "Years of apple-bucking." She then bucked the tree Rainbow was next too which caused a few apples to land on her head. But her expression didn't change.

Fluttershy put another apple with a one next to Applejack's chalk drawing and evened up the score.

Applejack's family watched on the bleachers as the next was bronco busting.

Spike was sitting on Applejack looking really nervous. "Why me?" He asked.

"Well we can't risk hurting Luna." Said Applejack. "She's a guest."

"Go!" Said Twilight.

Soon Applejack began shaking around trying to get Spike off who, despite cleary not liking it, held on tight. Eventually, Applejack got him off and he landed on a haystack. "Ouch."

But then it was revealed that Rainbow Dash was underneath the haystack. "Ready for another pony ride?"

"No."

"Go!"

Rainbow moved faster and sent Spike flying higher.

"Rainbow Dash wins the bronco buck." Twilight announced.

Fluttershy put an apple with a two next to Rainbow's chalk drawing.

Spike landed on the scoreboard. "I lose."

Next was lassoing. Spike was annoyed as he was the one they had to lasso. Rainbow was struggling while Applejack was doing it like a professional.

Soon Applejack lassoed Spike who was not happy about it. "How do I get roped into these things?"

Rainbow Dash however had lassoed herself in a tree struggling to free herslef. "Does this count?" She asked.

Fluttershy's birds who were on the scoreboard shook their heads while Fluttershy put an apple with a two next to Applejack's drawing evening the score again.

The next contset was bouncing a ball. Applejack struggled and fell to the ground losing her ball. Rainbow managed to bounce her ball with her head while catching Applejack's ball with her back hoof making her the winner.

Fluttershy put an apple with a three on it next to Rainbow Dash's chalk drawing on the scoreboard.

Next was haybale tossing. Rainbow tossed first and it went pretty far. She flew to where her haybale landed and blew a raspberry at Applejack, who in turn threw her haybale even farther and it landed on Rainbow.

The audience cheered and picked up Applejack cheering for her.

Angel bunny put an apple with a three on it next to Applejack's chalk drawing tying to score up again.

Next was hoof wrestling. Rainbow had it easy while Applejack struggled. Eventually Rainbow won and knocked Applejack over.

Fluttershy put an apple with a four on it next to Rainbow Dash's chalk drawing.

Next was bucking hoof balls.

Rainbow kicked hers pretty far but Applejack bucked hers even farther over a cloud where three Pegasus mares were sitting on and they gasped as the ball flew to Fluttershy who gasped and held up an apple with a four on it over her head. The ball hit the apple and caused it to land on the scoreboard next to Applejack's drawing evening the score again.

Soon Spike was holding a stick and using it as a microphone. "Fillies and gentlecolts, at the halfway point, our competitors are tied at five and five."

"Who are you talking to?" Asked Twilight.

"Them." Said Spike and Twilight looked around to see a crowd of ponies had gathered around for the contest.

Soon Rainbow Dash and Applejack were doing push-ups while Twilight counted. "Ninety five, ninety six, ninety seven, ninety eight, ninety nine."

But as soon as she got too one hundred Applejack began struggling. "One hundred." Rainbow Dash however succeeded making her the winner.

Applejack fell to the ground. "Be a good sport Applejack."

Next was a leeping contest. Applejack took a jump into some sand and made a huge leap. Rainbow Dash went next. Just as it looked she wouldn't go farther than Applejack did, she used her wings to go at a greater distance making her the winner again.

Their next challenge was carrying baby chicks to their mothers across a path of mud. As they walked through the mud the chicks Applejack was carrying were getting all muddy so they went to Rainbow Dash instead who was using her wings to shield the chicks from all the mud. This made Dash the winner again. Applejack was not happy to see Rainbow win again.

The next and last event was tug of war.

"Alright you two, this is the final event." Said Twilight. "Give it all you've got."

Spike waved a racing flag and the two started pulling. At first Applejack seemed to be winning. "Looks like the work force might come out might come out ahead in this one."

But just as Rainbow was about to fall into the mud, she started flying. This caused Applejack to also be lifted off the ground.

"That's not fair." Said Applejack through the rope. "You can't use your wings to help you win."

"Huh?" Asked Dash through the rope.

"You're cheating." Applejack told Rainbow.

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

With that Applejack let go of the rope. "I said-" However she then realized what she had just done. "Uh oh." Applejack then fell into the mud.

The crowd began cheering for Rainbow Dash.

Dash then put an apple with the number fifteen on the scoreboard next to her chalk drawing while Applejack's drawing only had an apple with a five next to it.

"I win by a landslide." Said Rainbow before flying next to Applejack who was still in the mud. "Or mudslide in your case."

Rainbow the flew up and two other Pegasi put a rainbow colored between her and the son. "I am the Iron Pony!"

"Only cuz you cheated." Applejack accused.

"What?" Rainbow flew to face Applejack.

"You used your wing power to help you win over half those contests." Applejack told her.

"Sounds like a sour apple to me." Rainbow told her.

"Are you saying you didn't use your wings?" Asked Applejack.

"Well no." Rainbow admitted. "But you never said I couldn't use my wings."

"I didn't think I needed to tell you play fair." Said Applejack.

It was then that Luna decided to step up. "She is right, Rainbow." She said. "It's not really fair that you can use wings while she can't just because you're a Pegasus and she's an Earth Pony."

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

"Prove it." Applejack challenged.

"Gladly." Said Rainbow. "How?"

"Tomorrow is the annual Running of the Leaves." Said Applejack. "I challenge you to race me in it."

Rainbow flew up. "Easy shmeasy."

"Don't you mean 'easy peasy?'" Luna asked.

"Yeah that too." Rainbow said.

But then Applejack pulled Rainbow back down to the ground and stepped on her tail. "Hold on. There is one condition." She said. "The point is to run. So no wings allowed."

"No wings?" Asked Rainbow bucking Applejack away. "No problem."

Applejack spit on her hoof and Rainbow did the same. They bumped their hooves and stared at each other. Rainbow blew a raspberry at Applejack and the two began giggling before glaring at each other.

The next day, Luna, Twilight, and Spike were heading to the racing grounds. But Twilight and Luna got distracted by a butterfly.

"Hurry up you two we're gonna be late for the race." Said Spike.

"Why are you so excited about the race?" Asked Twilight. "It's only for ponies." Twilight reminded him.

"Yeah, but I'm hoping I can be the announcer again." Spike told her. "Just listen." He began using a stick as a microphone again. "Fillies and gentlecolts, welcome to the annual Running of the-" But Spike was cut off when they heard Pinkie Pie doing the same announcment.

"Welcome to the annual Running of the Leaves!" She said in a megaphone from a hot air balloon. "This is Pinkie Pie, your official p-eye-in-the-sky announcer."

Spike was upset and threw his stick away.

"Sorry Spike." Said Twilight. "I guess that job's already taken."

"There's always next year." Luna reminded him.

Pinkie continued to talk while the balloon flew. "As everypony knows, the Running is a very important tradition." Pinkie reminded them. "For without it, the autumn leaves of Equestria would never fall." She said. "So get ready, ponies. The Running of the Leaves will begin in five minutes."

The ponies who would be racing all approached the starting line. Appleajack did some stretching when Rainbow Dash showed up looking confident. "Pardon me, excuse me. Make way for the Iron Pony."

"The Iron Phony you mean." Applejack said.

"So Applejack, you ready to win second place?" Asked Rainbow.

"I'm ready to run a good clean race." Said Applejack.

"Yeah, yeah." Said Rainbow.

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

"I could win this race with both wings tied behind my back." Claimed Rainbow.

This gave Applejack an idea and she smirked. Soon Applejack got a rope and literally tied both of Rainbow's wings. "Trussed up like a turkey." She said. "Well a turkey who can't fly that is."

"Very funny." Said Rainbow, clearly not ammused.

"At least now we know we're racing fair and square." Said Applejack.

Soon Pinkie began announcing from the balloon again. "Racers please take your positions."

Spike then ran up to her. "Um Pinkie Pie?"

"Hey Spike, what's up?" Pinkie asked before remembering she was still in the balloon. "Oh wait it's me! I'm up!" She laughed.

"Uh, yeah. 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..." Spike struggled to find to right words.

"What?" Asked Pinkie.

Spike decided to give up. "Aw, forget it."

"Spike, would you like to be my co-reporter?" Asked Pinkie Pie. "We could comment on the action together."

This cheered Spike up. "We could?!"

Pinkie then threw down a rope for Spike. "Climb on up." She said.

As soon as Spike got on the balloon, Rainbow and Applejack got ready to race. But then they saw Twilight also at the starting line looking at a paper that she quickly made vanish with her magic.

"Twilight, what in tarnation are you doing up here?" Asked Applejack.

"I'm racing." Said Twilight.

This made Rainbow laugh. "Good one Twilight."

"I'm not joking." Said Twilight.

"What?" Asked Rainbow quite surprised. "You're not an athlete, you're a... well you're an egghead."

"I am not an egghead." Twilight said offended. "I am well read." She said proudly.

"Egghead." Whispered Rainbow which made Applejack laugh.

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

Twilight thought. "Well no." She admitted. "But I do know a lot about running."

This made Rainbow Dash and Applejack giggle even more.

Rainbow was curious. "And you know this from..."

"Books." Twilight revealed. "I read several on the subject."

Rainbow laughed so hard that she fell on her back. "What'd you read?" She asked. "The eggheads guide to running."

Twilight was annoyed.

Rainbow got back up. "Did you stretch out your eye muscles to warm up?" She asked still laughing. "Get it eye muscles."

"Scoff if you must Rainbow." Said Twilight. "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." She said.

"Well I think that's just dandy Twilight." Applejack told her. "Good luck." She said before giggling.

"Yeah see you at the finish line." Rainbow said. "Tomorrow."

It was then Luna decided she'd had enough of their teasing. "You know I could always ask Ancient Fairy Dragon to kick you two out of the race." She warned.

This turned Rainbow and Applejack's amusement to worry. "Uh no Luna you don't need to do that." Said Applejack.

"Yeah, we'll be good." Rainbow told her.

Pinkie then called to Luna. "Hey Luna why don't you join us up here, we could use a third set of eyes."

"Why not." Said Luna before climbing onto the balloon.

Pinkie began announcing again. "All right ponies are you ready?"

"Get set." Said Spike. Then he rang the bell and the ponies began racing.

"And they're off!" Said Pinkie. "Welcome to the official coverage of the Running of the Leaves!" She then turned to Spike. "You know Spike despite its name the leaves don't do any of the actual running." She said. "No that's left to my little ponies."

"Why yes Pinkie." Said Spike. "It's the running of the ponies that causes the leaves to fall."

As the ponies raced all the leaves fell from the trees.

"Ugh those lazy, lazy leaves." Said Pinkie.

As the race continued Pinkie, Luna, and Spike kept monitoring the race.

"But this year the run is about more than the weather." Said Pinkie. "It's about the race to the finish and the two runners who want to win it. Applejack and Rainbow Dash."

"You know Pinkie these two ponies have a bit of a grudge match they're trying to settle." Said Spike. "Trying to prove who's the most athletic."

"Yes and grudge rhymes with fudge." Said Pinkie.

"Yes it..." Spike started before getting confused by this. "Does? What?"

"Uh, what does that have to do with anything?" Asked Luna.

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

"So no fudge?" Asked Spike.

"Oh no thanks. I had a big breakfast." Said Pinkie. Let's check in with our two competitive ponies, Applejack and Rainbow Dash."

The two were currently running next to each other. "Having come fast out of the gate, Applejack and Rainbow Dash are evenly matched running neck and neck." Pinkie said. Applejack then got a few inches ahead of Rainbow Dash. "But what's this? Applejack is making a move, she's now ahead by a nose." Said Pinkie. Rainbow then also got a few inches ahead of Applejack. "But Rainbow Dash won't let Applejack have it and takes the lead." Pinkie said. "She's ahead by half a nose." Pinkie then got confused. "Or maybe three quarters of a nose. No, about sixty-three point seven percent of a nose." Pinkie then saw that Luna and Spike looked annoyed with her. "Roughly speaking." Applejack then took a huge lead ahead of Rainbow Dash. "Applejack sees this move and pushes forth with her strong workhorse legs, slinking ahead by three hundred and fifty noses!"

"Not so easy withoout wings is it?" Said Applejack.

Rainbow was still determined. "Come on Rainbow, show them a little Dash."

"Ho-hold your horses, Pinkie!" Said Spike. "Rainbow Dash is catching up to frontrunner Applejack!"

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

Rainbow then got a few inches ahead of Applejack.

"And now Rainbow has a slight lead over Applejack again." Luna announced.

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

However Applejack then tripped over a rock. "Woah!"

A bunch of other ponies passed her causing more leaves to fall. "I don't believe it." Said Applejack.

Twilight then approached her. "I know it's so beautiful, isn't it?" She said as one last leaf fell from a tree.

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

"She did not." Said Twilight.

"She did so." Said Applejack.

"She did not." Said Twilight. "She did not and if you slowed down and looked where you're going like me, you'd see that you tripped over a rock." Twilight revealed.

Applejack then saw the rock and realized that Twilight was right. "What? Oh hayseed." They saw that all the other ponies were way ahead. "Now I got a lot of ground to make up to catch Rainbow."

"Just be careful!" Twilight warned.

While Applejack continued running, Twilight kept on walking.

Later Rainbow was running way up ahead. She looked behind her but nopony was there. Thinking the coast was clear she decided to slow down and relax a little.

But then from out of nowhere Applejack appeared and passed her. "See you at the finish line." Rainbow was surprised and couldn't believe it.

"I don't believe it." Said Spike. "After a huge setback Applejack is back at the front of the pack."

"I guess you could call her, 'Applepack'" Said Luna.

"She's the head of the pack all right." Said Pinkie. "The pick of the litter! The cat's pajamas!" She said before thinking. "Oh wait, why would Appleajack take some poor kitty's PJs." She wondered. "That's not very sporting of her."

"Okay?" Said Spike. "Let's get back to the race."

"Not so fast Applejack." Said Rainbow who was struggling to keep up. "This race isn't over yet."

"It is for you." Said Applejack.

Suddenly Rainbow tripped. "Woah!" The other ponies passed her and more leaves fell. "Ah! I don't believe it." She said getting up. "Applejack tripped me."

"Don't you ponies ever look where you're going?" Asked a voice.

Rainbow turned to see it was Twilight. "You tripped over a stump." Twilight said. "See?"

"Oh I see." Said Rainbow. "A big cheater is what I see."

"Rainbow, Applejack would never cheat." Said Twilight pointing at the stump. "It was just an accident."

"Sure it was." Said Rainbow. Twilight glared at her. "I mean, yeah I'm sure it was."

"Remember, Rainbow, this is just a game." Said Twilight before walking away.

As soon as Twilight left Rainbow got a mischievous look on her face. "Yes but the rules have changed and two can play at that game." She whispered.

Later Pinkie, Luna, and Spike were riding the balloon over a river. "Welcome back Ponyvillians it's me Pinkie Pie."

"And Luna."

"And Spike."

They then saw Rainbow Dash and Applejack running close to each other at the front. "Looks like Rainbow is doing her best to catch up." Said Spike.

Pinkie Pie misunderstood this. "I'm not sure how ketchup is going to help her in this contest." She said. "Now in a hot dog eating contest it can make them doggies nice and slippery but personally I prefer mustard." She told them. "How about you guys?"

"Uh, I... Like... Pickles." Spike said in confusion.

"I always get some cheese on mine." Luna said equally confused.

"Well this might sound cheesy but it looks like Applejack just found herself in a pickle as Rainbow Dash overtakes her." Said Pinkie as Rainbow took a small lead.

"Look ma, no wings." Rainbow mocked before going further ahead.

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

"Doesn't look good for Applejack." Luna said.

While Rainbow was running she noticed a branch right in front of her and got herself an idea. She chuckled to herself and grabbed the branch before flinging it back and causing it to hit Applejack and send her flying back.

Applejack got up and spit some leaves out of her mouth. "Hey Rainbow!"

Rainbow just blew a raspberry at Applejack and kept on running.

Applejack gasped. "Why that little cheater did that on purpose." She then looked at the branch again before getting herself an idea. "It's on." Applejack then used the branch to sling herself forward.

Thinking that Applejack was way behind Rainbow was satisfied with herself. "Nice one Rainbow." But then she saw Applejack fly by and was shocked.

"Later." Said Applejack as she was sent much further ahead.

Rainbow Groaned in frustration before picking up the pace.

As Applejack ran she saw Rainbow approaching from behind her. Then she saw a bee hive on a nearby tree. She stopped and bucked the tree with her back hooves before continuing to run.

The bee hive fell and Rainbow gasped. The bees started chasing her and she screamed. But in an ironic twist Applejack's plan backfired and Rainbow ran so fast that she past her again.

As Rainbow kept running away from the bees she saw a fork in the road and hid in some bushes. The bees were confused so they flew away. As soon as the bees were gone, Rainbow noticed a sign that had an arrow pointing right which led to where the race would end. She sneakily turned it to face the opposite direction. Applejack soon appeared and upon noticing the sign went the wrong direction up a rocky hill. As soon as she did Rainbow began laughing so hard that she didn't notice all the other racers pass her. Rainbow stopped laughing when she saw Twilight approaching.

"Oh my Whitetail Wood is just lovely." Twilight said before noticing Rainbow. "Hey Rainbow. Shouldn't you be up ahead?"

Rainbow only chuckled. "I'm sure to win now."

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

Rainbow panicked upon hearing this. "Oh horse apples." She said before going to catch up. "See ya."

Meanwhile Applejack eventually reached a ledge at the top of the hill. Pinkie, Luna, and Spike approached her in the balloon.

"Applejack what are you doing here?" Asked Pinkie.

"This isn't part of the race track." Luna told her.

"There aren't even any trees." Spike pointed out.

"Uh no but the sign pointed this way." Applejack told them before realizing what had happened. "Rainbow!" She said angrily. "Mind giving me a lift?" She asked them.

The others agreed and later Applejack was dangling from the balloon on a rope and literally swung by Rainbow Dash. "What the hay?!" Said Rainbow. "You said no flying!"

"No. I said no wings." Applejack clarified before running ahead. She ran into a part of the woods that had trees with buckets used for collecting sap to make cider.

"I must say Spike and Luna that this has been the most interesting Running of the Leaves in Equestria history." Pinkie told them.

"With the most interesting announcing." Said Spike.

"And most interesting announcers." Said Luna.

Applejack saw a bucket of sap and tipped it over and caused the sap to spill right in front of Rainbow Dash who got stuck in it.

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

Rainbow struggled to get out of the sap while the other racers passed her causing some leaves to fall. As Rainbow continued to struggle the sap was so sticky that it caused her to fly back. "Ahh!" She screamed. But soon this gave her an idea and she smirked. She soon flew forward and finally managed to break free. She went so fast that she passed the other racers. When she passed Applejack she went by so fast that it caused Applejack to spin around in a twister.

"Woah!" Said Applejack.

But soon the the twister took hold of Rainbow Dash too. "Woah!"

Now both of them were spinning around uncontrolably. "Woah!" They went up the rocky hill and stopped on a ledge. They turned to face each other but then the ledge they were on broke off and they went sliding down. "Woah!" Thankfully they weren't hurt when they stopped but all the other racers passed them. Except for Twilight who approached them. "Forgive me girls, I know I'm not an athlete." She said passing by them. "But shouldn't the running of the leaves actually involve running?" She said before leaving them behind.

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

"You do?" Asked Applejack.

"Yeah if you wanna beat me, you'd better RUN!" Rainbow told her before zooming ahead and Applejack ran to catch up to her.

The balloon gang was watching as the two were right next to each other.

"Once again Rainbow Dash and Applejack are neck and neck jockeying for position." Said Pinkie.

Applejack took a slight lead. "Applejack inches ahead." Said Pinkie.

Rainbow then got ahead a little. "Now Rainbow."

Applejack got ahead again. "It's Applejack."

Rainbow got ahead again. "It's Rainbow Dash."

Applejack got slightly ahead again. "It's Applejack."

Soon they heard a horn go off and smiled as they saw the finish line straight ahead.

Rainbow smirked as she bumped into Applejack trying to knock her off course.

"Oh no she didn't." Said Spike.

Applejack decided two could play at this game and bumped into Rainbow Dash.

"Oh yeah she did." Said Pinkie.

"I feel like we should be concerned about those two." Said Luna.

Rainbow bumped into Applejack again. "Cut it out." Said Applejack.

"No you cut it out." Said Rainbow.

"You started it." Applejack reminded.

"And now I'm gonna finish it." Rainbow declared.

"Oh no you won't." Applejack said before biting onto Rainbow's tail and dragged her back so she could get ahead.

"Oh Yes I will." Said Rainbow Dash before giving Applejack a taste of her own medicine and biting onto her tail and dragging her back.

Applejack bit onto the rope on Rainbow's wings causing it to become undone and set Rainbow's wings free. "That's it! All bets are off."

Rainbow soon began flapping her wings and flying.

"Oh no you don't!" Said Applejack before jumping into the sky and landing on top Rainbow Dash, slamming her to the ground. The two started grappling with each other while still moving to the finish line.

"It's Applejack, it's Rainbow Dash, it's Applejack, it's Rainbow Dash." Pinkie kept saying.

Soon they both crossed the finish line at the same time.

Applejack and Rainbow Dash both stopped fighting and both looked messed up.

"I won!" Claimed Rainbow.

"No, I won." Applejack told her.

"I won!" Said Rainbow.

"You tied." Spike told them.

Rainbow Dash and Applejack were both equally surprised. "Tied?!"

"For first?" Asked Applejack.

"For last actually." Said Luna.

"Last?!" Asked Applejack.

"Then who won?" Asked Rainbow.

Twilight approached them wearing a gold medal.

"You?!" They asked in unison.

"Oh no." Twilight admitted. "But I did get fifth place." She said. "Which is rather good considering I've never run a race before."

"What?" Asked Applejack. "How's that even possible?"

"You ran so slow." Rainbow told Twilight. "And looked at the scenery."

"Exactly, I paced myself, just like my book said." Twilight explained. "Then at the end when all the other ponies were worn out." Twilight looked at the other tired racer ponies. "I sprinted to the finish."

"I guess it's true what they say." Said Luna from the balloon. "Slow and steady wins the race."

"I don't believe it." Said Rainbow. "Twilight beat us."

"Well with all your horsing around it was quite easy." Twilight told them.

"You're right Twilight." Applejack admitted. "Our behavior was just terrible."

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

Suddenly everypony bowed as a regal voice said. "Sounds to me that an improtant lesson was learned."

It was none other than Princess Celestia.

"Princess Celestia!" Said Applejack and Rainbow Dash in unison.

"What are you doing here?" Asked Applejack.

The three ponies bowed.

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

"I'm sorry you had to see us being such poor sports, Princess." Applejack apologized.

"That's alright Applejack." Said Celestia. "Anypony can get swept up in the excitment of competition."

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

"Exactly Twilight." Said Celestia. "Now unfortunately because the two of you were busy tricking each other instead of shaking down leaves, many of leaves of Equestria are still covered."

"Why Princess, I bet we can knock down those leaves for you lickety split." Said Applejack before turning to Rainbow Dash. "Whaddya say friend?" She asked. "Wanna go for another run?"

"I'd love to stretch my legs." Rainbow said.

The two then ran off while Twilight and Celestia watched smiling. As both Rainbow Dash and Applejack ran through the woods more leaves fell. The only difference was this time there was no competition and the two were just having fun.

THE END