The Race That Ate Friendships

by Talon and Thorn

Rating: everyone
Tags: Lyra, Slice of Life, My Little Pony: Friendship is Magic, Alternate Universe, Other, Octavia, DJ P0N-3
Length: 17983

When Octavia decided to join the annual running of the leaves she didn't that that it could ruin her relationship with her friends, but was she wrong?

Octavia has always been a creature of habit, each morning she arises before dawn, plays for the rising sun and goes for a jog. It seemed a good idea to put her experience running to use in the annual running of the leaves competition, but when she finds that her friends have also entered she becomes worried that the competition may destroy their relationship.

But that's just an unfounded worry, right?

My first story in GrassandClouds2's Cadenceverse

Set approximately six months after the events of The Music of Ponyville

Published 2013-08-17 20:10:02 UTC
Last updated 2013-08-17 20:10:02 UTC

Morning in Ponyville

It was still dark when Octavia awoke. This was not unusual for her, she always tried to rise before the sun in order to perform for the dawn. She considered it her own personal tribute to Princess Cadence that she made the effort to admire her sovereign’s skill at crafting each sunrise. However, like many of her habits, her early mornings had started to be worn away by her new life in Ponyville. During the six months she had spent in the small town so far, events like Pinkie’s parties or late night jam sessions with her friends had resulted in her oversleeping and missing the dawning of a new day more frequently than she’d wished. She was going to make sure today was not one of those days.

Stretching Octavia rolled out of bed and quickly carried out her ablutions in the bathroom she shared with her landlady. Looking at herself in the mirror her hyper-critical eye picked up a slight convex curve to her belly that had not been there when she had lived in Canterlot. Curse Bon Bon! Octavia was too polite to refuse all of the treats she offer, plus they, of course, tasted too good to ignore. She turned around and craned her neck to admire her reflection, on the plus side her (slightly) enlarged flanks had been receiving a number of admiring glances from stallions and mares around town. Although she was not currently looking for a suitor she would have been lying to herself if she didn’t admit to enjoying being thought of as an attractive mare.

Returning to her room she opened the door to her small balcony and stepped out. Octavia shivered slightly in the early autumnal chill, a dampness from last night’s rain still hung in the air. Light was just starting to spill over the horizon like golden honey and burst into her sparsely furnished room revealing her few mementos; the picture of her family placed proudly on her bed side table, the prototype sol musica device Medley had created led on the dresser while the mane curler Vinyl had invented for her sat in the corner gathering dust.

Centring herself Octavia positioned her cello and took the bow in one hoof, as the sun poked above the horizon she ran through her repertoire in her head until she found the perfect piece. She took a deep breath and began toplay letting the music be carried on the breeze into the brand new day.

Many miles away in Canterlot Princess Cadence paused in her efforts to raise the sun. She cocked her head as if listening to some distant sound and bowed her head in gratitude.

My little pony...

Ah ah ah...

(My Little Pony)

Friendship sounded so off-key to me.

(My Little Pony)

But now you're here, and now I see...

A loyal backing

Honest melodies!

Songs to share

With loving harmonies!

Joyous dance --

Such a lovely feat --

And magic makes the perfect beat!

You are my little ponies...

Friends make the best music of all!

Having completed the first part of her morning ritual Octavia carefully packed away her instrument, tied back her mane and prepared to leave the house. It was her habit to go jogging in the post dawn hours, normally a lap or two around the town centre, it kept her body in trim strengthening her for the strains of her craft. More recently she had also found that it was a good way to meet the more early rising inhabitants of Ponyville. Since she had discovered the magic of friendship and realised how good it felt to have friends she had been attempting to broaden her social circle. Currently most of the ponies she met of a morning were more acquaintances than true friends but every little helped.

She made her way downstairs to find that her landlady was already up and preparing today's selection of treats to sale.

“Hot chocolate?” asked Bon Bon hoofing a steaming mug of the dark liquid to her tenant.

For a moment Octavia was sorely tempted, the day was chill and the steaming brew would warm her up but was against her carefully balanced diet. For a moment she wavered then shook her head, “Thank you for the offer but I think I shall just partake of herbal tea and porridge this morning,”

“With Milk and Sugar?” asked Bon Bon hopefully.

“With water and a pinch of salt,” corrected Octavia as she began to prepare her meal, “That is how it is traditionally served in Coltland.”

“At least have a dollop of honey. It’s fresh.” The cream mare nodded at a jar nearby.

Octavia considered for a moment, then agreed, she was not made of stone after all, “Very well, but just a small one.”

“So are you off jogging again this morning?” asked Bon Bon as she scooped out a generous helping of the golden substance.

“Yes, is there anything I can get for you while I’m out?”

“No, I’m fine. Are you going to be competing this weekend?”

“Competing in what?” asked Octavia starting on her breakfast.

“The running of the leaves of course. Oh you probably haven't heard of it, it’s a Ponyville tradition.”

“I have not, what is it? Some sort of race?” Octavia looked intrigued.

“It is now a-days. Most cities make it the responsibility of the weather patrol to ensure that all the leaves are removed from the trees by winter but Ponyville’s a small place with lots of trees. Traditionally everypony gets press ganged to help, like for the Winter Wrap Up. How are the preparations for spring going anyway?” Octavia and her fellow element bearers had been invited to provide the musical accompaniment to the event next year.

“We are not as prepared as I hoped, Bluenote has been busy recently and Lyra frequently changes her mind on what we should play, however we still have six months to organise things.”

“Anyway, like the wrap up, it used to take forever to get all the leaves removed and no one had much fun. So when the Mayor get elected a few years ago she decided to make a game of it all. She set up a race through the woods to knock down the leaves. You can just walk the route if you want or you can pay a small entry fee and the first half dozen ponies to complete the course get a prize. Not many raced in the first year but there was quite an audience, then ponies competitive spirit took over and it’s been a hit ever since. The leaves get taken down and everypony enjoys themselves, one of the Mayor’s better ideas.”

“That sounds intriguing,” said Octavia finishing her meal and starting to clean the bowl, “It has been a while since I ran a serious race, I might join up. Have you ever run?” she asked.

“Me? Oh no I have flat hooves but I like to watch. I’m normally somewhere near the finishing line.”

“I may see you there then, good day” Octavia got up and made her way to the door ready for her morning exercise.

After doing a few warm up stretches Octavia began her jog. Although she would sometimes vary her route she normally ran a lap or two around the town centre; from her home through the marketplace, out into the surrounding houses and then back again via the business district. Sometimes she would go out into the surrounding countryside but today seemed too muddy for that.

As she set out she considered Bon Bon’s words, Octavia knew she was a fair athlete and was quite proud of the condition she kept her body in, her occasional treat notwithstanding. As a foal her parents had made her take part in several athletic events and although her special talent had been music she had wondered if she would otherwise have become a professional sportsmare instead. However, it had been many years since she had run in competition she wasn’t sure if she was still capable.

She was broken out of her revelry by the sound of a deep velvet voicesinging to itself, “Che bella cosa e' na jurnata 'e sole, n'aria serena doppo na tempesta!” Surprised she came to a sudden stop and stared at the sounds source, a large red stallion unloading crates of apples from a cart to a stall. Despite his coat colour he managed to redden further at her scrutiny and stopped singing.

“Big Macintosh, there is no need to stop on my behalf,” she had forgotten how beautiful the stallions singing voice was and how self-conscious he was about his talent. “That was from a Neighipolitan opera was it not?”

“Eyup,” replied the shy earth pony, his eyes locked on the ground, to Octavia’s surprise he actually ventured more information, “I’m gonna visit one day.”

“Really?” said Octavia in surprise, “I was not aware that you travelled.”

“I ain't never left Ponyville, Miss.” He matched his gaze with Octavia’s his green eyes sparking, Octavia felt herself tingle and colour a little at the muscular stallions scrutiny, “But you gotta’ have a dream. I’m not my sister, I don’t wanna spend all my life on the farm.”

The grey mare blinked, that was more than she’d ever heard the red stallion say at once before. “Indeed, it is good to have ambition,” she stuttered feeling bashful, “I hope you get to live your dream one day Macintosh. Have a good day.”

“Have a good Mornin’ Miss.” he said as she jogged on past. Octavia felt the need to put a bit more swing in her tail than usual as Big Mac’s eyes followed her.

Octavia continued on her path passing various market stalls and the ponies starting to set them up and then out into the surrounding housing. It was still early and the area was more or less deserted. Maybe she should take part in the race thought Octavia, it was hardly her dream but she should follow Mac’s example and avoid becoming stuck in a rut by trying new things.

Suddenly there was a yell from behind her, “Incoming!” and a white blur passed less than an inch in front of her face before hitting the mailbox of the house she was passing. Her head shot around to find the source of the blur. A grey pegasus in the uniform of the Equestrian postal service hovered in the centre of the street, as Octavia watched she dexterously picked a letter out of her sack with her wing and threw it towards a building where it struck the letter box straight on and vanished into the house.

“Morning Octy,” called Ditzy Doo cheerfully as another letter hit its target dead on, apparently without her noticing. “Sorry about that, I cut it a bit fine.”

“That is all right Ms Doo.”

“I keep telling you to call me Ditzy, Ms Doo is my mother. So how are you doing this fine morning?”

Octavia looked up into the mailmare’s crossed eyes, “I am considering competing in the running of the leaves. Have you ever entered?”

“Naah, that whole speed thing is Dash’s gimmick, we both know that precision is far more important,” she struggled to keep up with the jogging pony while delivering more letters. Octavia slowed to allow the grey pegasus to remain alongside, “But I’ll be proving that at the next Wonderbolts try out, I almost got into the academy last year and I’ve been practicing so hard since them. This year I’m going to prove to that Rainbow show-off who’s best!” her eyes narrowed as she tossed out several more envelopes, one of which bounced off a lamp post before arriving in a post box.

The two mares continued upon their path side by side for a while passing the time with small talk. Dinky was apparently doing well in school and would be taking part in a spelling bee next week while Octavia was considering visiting Canterlot next month to go to a concert where one of her teachers from the academy would be playing.

Eventually they separated when Ditzy and Octavia’s routes diverged. The musician continued to think about the race and also the concert. The tickets would likely be expensive and although her allowance from her parents and her stipend from Princess Cadence allowed her to live quite comfortably she still couldn’t go to events like it as often as she wished to. In addition Bluenote’s birthday was coming up in a few weeks and it would be nice to have her own money to purchase a present for her friend.

As she was considering what to buy the music teacher Octavia met a fellow jogger. Few in the town knew that Ivory Scrolls, the Mayor of Ponyville, was also a keen jogger, she claimed it kept her fit and reduced her stress levels. Octavia had discovered the Mayor’s hobby within a few weeks of arriving in town and they sometimes bumped into each other along their respective routes. The mares cautiously exchanged greetings and ran alongside each other in silence for a while, despite the grey mare’s greater age she had no trouble keeping up with her younger companion. Octavia suspected that Ivory was yet to forgive her for her words and actions leading up to the equinox, hence her silent treatment.

Eventually, Octavia spoke, “I am thinking of taking part in the running of the leaves.”

“That’s good,” grunted the tan mare, “I think the whole town should take part. It was one of my better ideas, it turned an official duty into a game which proved quite popular and was a good vote winner. I take part myself you know, although I don’t normally place, that wouldn’t look right, me organising a race just to win it. Still it wouldn’t hurt to have a local celebrity,” she highlighted the word as if she didn’t quite agree with it, “such as yourself take part. Vinyl Scratch is going to be acting as announcer this year, do you know if any of the other element bearers will be entering?”

Octavia blinked at this news, the DJ had not mentioned anything to her about this. “I do not think so. They haven't said anything about it to me.”

“That’s a shame, well if you get interviewed about the race can you remind the press that I organised it in the first place, there isn’t an election for a while but every little helps. Now I think we part company here, I’ve got a busy day ahead and I need to get a shower before getting to my first meeting. I’ll see you around.” Without a further word the Mayor peeled away from Octavia and headed back towards her house.

The last section of Octavia’s route led her back towards the centre of town and the business district. The streets were starting to fill up with ponies and the grey mare nodded to several acquaintances as she passed. She was starting to get out of breath by the time her home was within sight and briefly wondered how long the running of the leaves was, when she heard her name being called from one of the shops nearby. She turned to see Mr and Mrs Cake opening the doors to Sugarcube corner for the morning. “Can we talk to you for a moment dearie?” the mare of the pair asked.

Cautiously Octavia approached the bakers, she was aware that there existed a rivalry between the Cakes and her landlady over who produced the most delicious sweet treats and she had previously found herself caught in the middle of the two sides. “How can I help you?” she asked jogging on the spot to prevent herself stiffening up.

“We’ve heard that Bon Bon has..” began the lanky stallion.

“..Developed a new type of nougat.” continued his more rotund wife.

“You wouldn’t happen to know...”

“..What the recipe is, would you Dearie?” continued the pair.

“I’m afraid I don’t know anything about cooking.” replied Octavia stiffly.

“Well if you do find out...”

“..We can make it worth your while.” The stallion took the covering off a tray he was holding to reveal a large slab of a brown sugary substance.

Octavia’s eyes grew wide at the sight of Mysore pak a sweet dessert from her hometown allegedly first made there as a tribute to the princess. She inhaled deeply and although it did not smell quite as good as that made by her mother it still made her mouth water and her stomach rumble. “Whe.. Where did you get that?” she asked.

“We’re branching out..” said Mr Cake.

“...Trying more exotic fare, don’t ya know” continued his wife, “Maybe you can taste test it...”

“...If you can tell us more about Bon Bon’s new recipe.”

It was only her lack of any knowledge of Bon Bon’s new creation that prevented Octavia from grabbing the offered delicacy. “I’m afraid I can’t help you, you will have to ask Bon Bon herself. Now I must be going, good morning to you.” With this Octavia stuck her nose in the air, far away from the delicious smell, and began to jog towards her home, maybe faster than she needed to, but she felt the need to put some distance between herself and sugar cube corner in case her will faltered.

By the time she got back to the sweet shop it had opened for business and Bon Bon was busy serving customers. Octavia used her key to enter via the back door and after her cool down exercises had a shower to wash off the perspiration that had accumulated from her exertions. Once refreshed she searched her wardrobe for something to wear. Like the rest of her room it was spartan; a few formal sari were rolled up on a shelf; an unworn winter coat from her mother sat on a hanger but most of the space was taken up by several dozen of her trademark bow ties. She had first started to wear them when her father had given her his at her first recital for luck and since then her collection had grown. She searched for the perfect one for today maybe pink, or green, she shuddered at the polka dotted nightmare Vinyl had given her for the one month anniversary of her arrival in town, before deciding on a classic black.

Now presentable the musician set out again to sign up for the race, as it was organised by the Mayor she assumed that she could enter at the town hall. The long line of ponies reaching out of the door suggested that she was correct. She noticed her friend Lyra stretched in an uncomfortable looking position over a bench near the government building, and went over to greet her.

“Good morning Lyra” said Octavia.

“Morning Octy,”

“What are you doing here?”

“Well I was looking for the perfect place to compose the six hundred and ninety eighth verse of my ballad to my lady love but then I saw all the ponies queuing for the running of the leaves so I thought I’d perform here to see how generous they’re feeling.” She used her magic to remove her lyre from its case and began to tune the strings. “So what brings you here?”

“I am going to sign up for the race.” remembering the conversation with the Mayor previously Octavia asked, “Will you be running?”

“I don’t think so, a race is too pedestrian for me, these things cease to thrill once you’ve fought dark goddesses and ridden kraken.” she waved a dismissive hoof.

“Bon Bon said should would be watching at the finish line,” interjected Octavia with a grin.

Lyra continued without pause, “Still it would be a good chance to show Equestria my physical prowess and athletic skills. I will enter.”

Octavia smiled at her friend’s change of mind. “We should join the queue then,”

Lyra levitated a purse from inside her mane, turned it upside down and shook it, nothing escaped except a starving looking moth. “I might be a bit short for the entry fee.” she explained somewhat sheepishly.

“Don’t worry, I can pay for you,” said Octavia.

“No need, I came here to play anyway, I should be able to scare up some money quickly enough. I have just the song.” The busker leapt onto the bench and used her magic to position her open case on the ground. Then she reared up onto her hind legs and began to strum her Lyre. Interested ponies looked at her from the crowd. Flashing a smile to her audience the green unicorn began tosing.

With your whack-fa-the-da-for-the-diddle-ee-iddle-day.

As I rode down to Galllopway town to seek for recreation

On the last day of summer me mind being elevated

There were multitudes assembled with their tickets at the station

And me eyes began to dazzle and I'm goin' to see the races.

With your whack-fa-the-da-for-the-diddle-ee-iddle-day.

It was not often that she saw Lyra at ‘work’ so Octavia stood back and examined her technique. Her playing was not technically perfect several missed notes assaulted Octavia’s sensitive ears making her cringe. However, the mint unicorn was doing an excellent job of playing to the crowd. Already several ponies were stomping their hooves in time with the music.

There were passengers from Limearick and passengers from Neighagh

Passengers from Wublin and sportsmares from Cadenceary

There were passengers from the Merry hills, and all quarters of our nation

And our member, Mr. Zippy, for to join the Gallopway Blazers.

With your whack-fa-the-da-for-the-diddle-ee-iddle-day.

There were multitudes from Gallop, and members from Mane hatten Shore

Colts from Connemare and Canterlot unmarried fillies

There were people from Clop city who were loyal, true and faithful;

Who brought home foreign prisoners from diverse nations.

By now several of the crowd were singing along with the chorus and passing ponies were stopping to listen.

With your whack-fa-the-da-for-the-diddle-ee-iddle-day.

And it's there you'll see Bon Bon with sugarsticks and dainties

The lozenges and oranges, the lemonade and raisins!

The gingerbread and spices to accommodate the fillies

And a big crubeen for thrupbits to be suckin' while you're able.

With your whack-fa-the-da-for-the-diddle-ee-iddle-day.

Out of the corner of her eye Octavia could see a white unicorn stallion with a short red mane, Red Tape the Mayor’s assistant, stick his head out of the town hall’s door. Upon noticing Lyra his ears shot up, a wide grin appeared on his face and front hoof began to tap along in time with the music.

It's there you'll see the gamblers, the thimbles and the garters

And the spotting Wheel of Fortune with the four and twenty bits

There was others without scruple pelting wattles at poor Maggy

And her daddy well-contented and he lookin' at his daughter.

With your whack-fa-the-da-for-the-diddle-ee-iddle-day.

It's there you'll see the pipers and the fiddlers competing

The nimble hoofed dancers a-tripping over the daisies

There were others shouting cigars and lights and bills for all the races

With the colors of the Wonderbolts and the prize and ponys ages.

With your whack-fa-the-da-for-the-diddle-ee-iddle-day.

It's there you'll see the Wonderbolts and they're dressed up so stately

The yellow, the blue, the purple, and pink, the emblem of our nation

When the bell was rung for starting, all the ponies seemed impatient

I thought they never stood on ground their speed was so amazing.

By now most of the area was singing along and coins had started to pile up in the open case. Octavia found her hooves tapping along with the music. Suddenly Lyra became silent for the chorus and the crowd continued without her until she restarted singing for the final verse.

With your whack-fa-the-da-for-the-diddle-ee-iddle-day.

There was half a million people there from all nations

The Griffin, the Dragon, the Ewe, and Saddle Arabian

There was yet no animosity, no matter what persuasion

But "failte" and hospitality inducin' fresh acquaintance.

With your whack-fa-the-da-for-the-diddle-ee-iddle-day.

With your whack-fa-the-da-for-the-diddle-ee-iddle-day.

With a final flourish Lyra’s song came to an end, the audience immediate broke out into a round of applause and the gentle patter of coins striking coins could be heard. Red sidled up to the performer unnoticed and smiled up at her bashfully, before tossing a hoofful of bits onto the ground and scuttling back into the town hall. There were calls of encore.

Lyra gave a deep bow, which Octavia was sure should have made her overbalance, and addressed the audience, “Thank you! Thank you! I’ll be in town all year if you want more. You can normally find me at the park. Plus I’ll be at the running of the leaves, so I’ll see you all there.”

She hopped down from the bench and joined the back of the queue before starting to count out the money she had just collected. Octavia trotted over to join her, she was about to offer her own praise of the performance when somepony else beat her to it, “Wow, Lyra that was an awesome performance,” said Vinyl Scratch who seemed to materialise beside her two friends.

“Thanks Scratchy,” said Lyra, “Are you going to be running as well?”

Octavia remembered what the Mayor had said earlier, “I have heard you are announcing this year.”

“Well it was supposed to be a surprise but yeh I am. DJ Pon-3 be playing some sick beats while telling all the ponies how the race is going.” said the white unicorn.

“Isn’t the race too long for all the spectators to hear you, will be at the start or the finish?”

“That’s part of the surprise but I should be at both, I’ve worked out a mode of transport to get a bird’s eye view of the race and still be able to make sure everybody hears how it’s going.” She gave a grin, “You’ll find out how on the day, needless to say it’s going to rock.”

By now the queue had moved on so that the three friends had entered the town hall, there was still a long line of ponies ahead of them, at the front a few volunteers were collecting names and entry fees overseen by Red Tape.

Lyra grabbed a few forms from a pile near the door and handed one to Octavia who scanned it, it seemed simple enough. She looked around for something to write on but there didn't seem to be anything near.

Vinyl noticed her confusion, “Here use my flank, its rock hard,” boasted the white unicorn wiggling her hind quarters at the grey mare.

Octavia glowered at her companion before turning to Lyra, “Do you mind if I use your back?” she asked. The green unicorn indicated she did not and positioned herself next to the grey mare.

“You don’t know what you’re missing. I don’t let just anypony use my flanks,”

“That’s not what the graffiti in the mare’s room at the bar says,” quipped Lyra.

Octavia raised her eyebrow at this statement as she laid the form out on the buskers back and took the pen in her mouth. She started to write but her platform began to shake as Lyra giggled, “Sorry, that tickles,” she explained. Octavia continued to write although her usually immaculate mouth writing was left rather untidy, her tutor would now have approved. By the time the forms were completed they had reached the front of the queue.

“Ah, Miss Philharmonica,” said Red as Octavia stepped forward, “I see you have chosen to enter our little athletic event. Have you put down any medical conditions you might have, Ponyville will not be held responsible for any injuries occurring if we are not informed.”

“I am in good health, thank you,” replied the grey mare stiffly as Red took her form in his aura. He quickly scanned the papers before stamping them and returning them to Octavia.

“Here’s my form Red,” said Lyra thrusting it forwards.

The stallion brightened, “Ah. Ms Heartstrings, good to see you, you are looking particularly lovely today. I did enjoy your song outside just now, it brightened up my day.” The stallion’s slight blush went unnoticed by the bard, “Do you need any help with the paperwork?”

“Nope, all done. I’m going to show Bon Bon what a great runner I am, I’d run a thousand miles for her then a thousand more just to be the pony who ran two thousand miles to fall down at her door.”

Red’s smile faltered somewhat at this, “I’m sure she’ll appreciate you for that,” he muttered, “As always.” He stamped her form and returned it.

“Hiya Reddy,” called Vinyl stepping forwards.

The stallion scowled, “Ah, Ms Scratch. I understand you are comparing the event this year?” Octavia was still to find the origin of the public servants feud with the DJ but Red seemed to get some joy out of making Vinyl jump through hoops to get anything done. She had asked her friend about it but the DJ had been vague, only stating that it had started a long time ago and that ‘The fire hadn’t been that bad’.

“Yep, I’m going to be pumping out my sounds from the air and keeping everyone up to date on the runners, it’s going to be awesome.”

“I’m afraid I’m going to need to see your pilot licence to operate a lighter than air vehicle before I can allow..”

“There you go,” Vinyl levitated a form in front of the bureaucrats face.

“And you will also need a public speakers permit.”

“Check,”

“Certification your ‘equipment’ will not interfere with the vehicle.”

“Here.”

Red was starting to sweat, “Permission from the owners of the land you will fly over?”

“What all of them?” asked Vinyl looking worried.

Sensing victory Red Tape leaned forwards, “I’m afraid so, otherwise you could be accused of trespass. I’m afraid if you don’t I’ll have to cancel your appearance.”

“What a minute, what are these?” a further pile of papers floated forwards, “One, two, three, four and five, separate permission slips. Is that all then?”

“Yes,” the stallion hissed.

“Then I guess I’ll see you at the race.”

The three friends walked out of the town hall and blinked in the bright light compared to the rather gloomy office. The paperwork had taken longer than Octavia had expected and now the sun hung almost directly above their heads. The grey mare was just about the bid her friends goodbye and return home to begin her afternoon rehearsals when she noticed Medley swooping across the town square towards them.

“Hi,” the blue pegasus called as she got closer.

“Hi Medley,” said Lyra as the blue mare arrived, “Are you going to sign up for the race as well? I’m going to prove to my Bonny that I’m a great athlete and worthy of her heart.”

“That’s nice,” replied the pegasus distractedly, “I’m entering for the money. Some of the planking in the store could do with being replaced and that doesn’t come cheap. Plus I need some specialised materials for the next instrument I’m designing, I’ve got some ideas about using waves. I’ve studied the races results in the last few years and I figure unless there are any surprises I can make third place, maybe even second. I could use that prize money, or it could be ages before I can afford to make my new instrument.”

Medley’s words settled into Octavia’s mind and seemed to echo around for a second. ‘Unless there were any surprises’ wasn’t she herself a surprise? She hadn’t run before so Medley would not suspect what she could do. She had never seen Medley run but she suspected she might be better than the shopkeeper. She could well knock her friend down the placings maybe even prevent her getting a prize at all. How would the prickly pegasus take such a defeat, would she blame Octavia for her financial woes? Would she stop being her friend?

And what about Lyra? The green unicorn wanted to use the race to impress her love, if Octavia showed her up would she feel bitter? Octavia already suspected that Lyra was jealous of her living in the same house as Bon Bon, could this be the proverbial straw that broke the camel’s back, driving a wedge between them and destroying their friendship.

Would beating her friends breach some unspoken rule of friendship? She shivered when she thought of how she had been before she moved to Ponyville. Until she had friends she hadn’t realised how lonely she had been, she didn’t want to go back to that. What had she gotten herself into?

Author's Note

That's to Grassandclouds2 for creating the Cadenceverse and giving suggestion on how to improve my story.

Asking the friends

It was the next day and Octavia had spent a sleepless night worrying about the race which was now only a few days away. The obvious answer seemed to be to drop out of the race or to let her friends win but that seemed ..... dishonest to her. She never played with anything but the whole of her ability, to do otherwise would be an insult to both herself and to music itself, not to mention the audience. She didn’t think she could do such a thing in the race either.

She had considered telling Medley of her fears but she was worried how the blue pegasus might take the revelation. She might be angry that Octavia thought she was the better runner of the two of them. The angry words from the spring festival when Octavia had gone behind the shop keepers back still haunted her, she did not want to enrage her again.

There was also the matter of Lyra, her aqua friend was more easy going than Medley but her love of Bon Bon was the very core of her being. How would she react if Octavia showed her up in front of the cream mare?

Octavia realised that luckily she didn’t have to make the decision by herself, now she had friends she could call upon for advice. She decided to start with Fluttershy, although timid the butter coloured mare was empathic and would understand that she didn’t want to hurt her friends.

Thus after her normal morning ritual Octavia made her way out of town and towards the rustic cottage that served as her friend’s home and surgery. The building was, as usual, covered in banners and flags proclaiming the various groups and charities that Fluttershy was currently supporting. As she was crossing the small bridge leading to the pegasus’s property Octavia’s sensitive ears picked out a shriek of distress from within the building, it sounded like Fluttershy! Octavia galloped the short distance to the front door and began to hammer on the door. “Fluttershy!” she called, “are you alright in there?”

There was long pause from the other side of the door. Octavia was just about to knock again when she heard a faint, “I’m fine.”

“Are you sure?” she asked, the voice still sounded panicked.

“Uh... everything's perfectly all right now. I’m fine. Everything’s fine here now, thank you. How are you?” came Fluttershy’s hesitant reply.

Octavia relaxed somewhat. “Can I come in? I have something important I ask you.”

There was another long pause before the door creaked open and Fluttershy’s head poked out. To Octavia’s amazement her friends head was covered by a sort of mask which roughly resembled the head of a lizard. Fluttershy’s face poked out through the creature’s mouth while a pair of small crossed eyes were positioned above her head. The sight knocked Octavia dumb for a moment as her brain struggled to deal with this strange sight.

“Err... What was it you wanted to talk about?” asked Fluttershy sweating profusely inside the costume.

Her curiosity got the better of her and Octavia barked, “Whatever are you wearing?” before remembering herself and putting a hoof to her mouth.

Fluttershy opened the door fully to reveal that she was covered in a loose green reptile costume with gems inlaid along the side. “This is my dragon costume,” she explained, “Rarity helped me make it for the race”

“Are you alright?” asked Octavia remembering the sounds she had just heard, “I heard you cry out.”

“I scared myself,” muttered Fluttershy below the level of even Octavia’s hearing.

“Pardon?”

“I wanted to try out the costume before the race and looked at myself in the mirror. It’s too realistic, I scared myself.”

“To realistic?” asked Octavia, those were not the words she would have used to describe the outfit.

Fluttershy doodled on the floor with her hoof, eyes down, “Oh, yes it looks just like one of the dragons in the book I read, a Night Fury. There are all sorts of dragons.” she looked up starting to warm to her subject, “They’re an ancient and civilised race with a strong code of morals. They created many works of art, but most ponies fear and distrust them. It’s just not right. So I decided to wear a dragon costume to the running of the leaves this year to raise the awareness of their plight. But when I put the costume on and looked in the mirror all I saw was a horrible scaly monster that wanted to eat me! I’m such a bigot, I’m the worst pony ever!” she wailed.

Octavia blinked several times trying to process this information, “I’m sure you were just surprised, you need more time to get used to the costume,” she ventured. “Wait, did you say you were going to the running of the leaves?” Maybe her friend wouldn’t be as impartial as she had hoped.

“Yes,” said Fluttershy straightening her costume, “I registered a few days ago, will you be running?”

“I think I will be,” said Octavia, “Do you think you will do well?” She asked deciding to find out Fluttershy’s feelings before telling her of her problem.

“Oh No. I’m not much of an athlete, but I have some experience of fun runs and the like but I’m going to be running in a costume, so I doubt I’ll finish in the first fifty. But it’s not about winning, although the prize money could be given to good causes, it’s about taking part; inspiring other ponies to do their best, oh and highlighting the plight of the dragons as well, of course.”

“So you wouldn’t be upset is somepony you know, a friend, did better that you?” asked Octavia carefully.

“Of course not, most ponies don’t take the race that seriously.”

Relief cascaded through Octavia at her pink maned friends words, “But,” said Fluttershy causing the grey mare to tense up again. “Some ponies do take it very seriously like Applejack and Rainbow Dash for example, they’re very competitive about it.”

“How so?”

“Well when the race started Applejack won for the first several years despite being one of the youngest competitors, she’s a rodeo champion you know. Then the year before last Rainbow Dash moved into town and you know how she is about speed, she flew the course in less than half the time it took Applejack to run it. Applejack was furious about Rainbow ‘cheating’ as she called it, but there’s no rule against flying just most pegasus didn’t do it. Anyway Applejack took the matter to the Mayor and she agreed to change the rules so that all the race has to be on the ground. Dash wasn’t too happy about being called a cheater and vowed to win on the ground, she trained really hard. Then when last years race came around they were neck and neck until the very end when Dash fell and Applejack won. Dash said that Applejack tripped her, but I think it was a rock or something, I don’t think Applejack would do such a thing. Dash was furious and well some very not nice words were said,” The nervous pegasus shivered at the recollection, “And she vowed to win this year. It’s a shame,” she sighed, “they were quite good friends when Dash first arrived but they hardly talk to each other now a days.”

“So,” Octavia swallowed around a suddenly dry mouth, “You would say that the race destroyed their friendship?”

“We’ll, maybe not by itself Applejack wasn’t happy when Dash dated Mac, said she was giving him ideas, but the race certainly didn’t help.”

“I think I’ve heard what I need to,” said Octavia looking worried.

“Are you sure you don’t want a drink or anything?”

“No thank you, I need to think about a few things,” said the grey mare as she let herself out.

“Bye then.” said Fluttershy as she turned towards her bedroom steeling herself to face her mirror again.

Octavia was once again crossing the small river near the cottage when another squeak of fear echoed across the clearing.

Octavia had plenty of time to think on the walk back from Fluttershy’s house. She’d hoped that she was overreacting, thinking that a simple race could ruin a friendship but Fluttershy’s story had dispelled that assumption. If the race could break apart Applejack and Rainbow Dash’s friendship then it could do the same for her own relationships.

Although her friends were not as competitive as the farmer and the weather manager, Medley could be very particular when it came to money, she’d said that she needed the prize money for repairs on her shop. Octavia wondered if she could deal with the problem by spending any prize money she won in the music shop, but she knew Medley had her pride and that she would be angry at being given what she would see as charity.

Fluttershy might be ok with just being an inspiration for others but Medley wanted that money and Lyra wanted to impress Bon Bon, she certainly didn’t want any competition in that.

By now her hooves had carried her back into Ponyville itself, maybe if Fluttershy couldn’t help her then another of her friends might. Although she didn’t always act it Vinyl was a smart mare and she had much more experience dealing with friends than Octavia, maybe she could help.

Octavia walked to Vinyl’s house and knocked smartly on the door. There was no sign of life. She waited then knocked again, there was still no response. Octavia looked up at the sun, it was early afternoon, Vinyl would normally have just gotten up.

“She’s not in,” came a voice from behind her. She turned to find Red Tape standing there. “I’m her neighbour, for my sins” he explained in a pained voice, “Vinyl’s been going out early, around dawn, and back late all week.”

“Ah, do you know where she’s been going?”

“Unfortunately no. I think she’s working on something for the race. No doubt another death trap.”

Octavia cautiously thanked Red for his assistance and watched as he wandered off muttering to himself. If she couldn’t talk to Vinyl that left only one close friend, Bluenote. She hadn’t been Octavia’s first choice as she did not think the music teacher would take her fears seriously, she normally seemed happiest to just let problems flow past her rather than deal with them. Still she was a sociable mare so she might know how to deal with Medley and Lyra.

Bluenotes small house was away from the centre of Ponyville but given the size of the town it was still not very far to walk. Octavia knocked on the door and unlike Vinyl’s place received a response almost straight away. “Come on in it’s open,” came Bluenote’s voice, it sounded strange, a little stressed.

Octavia pushed the door open, “Wait stop him! Don’t let him get outside!” came a further cry. Octavia briefly saw a small white blur rushing towards her and instinctively reached out to block its way. To her surprise a small white unicorn foal crashed into her and bounced off. It looked up at her in awe for a second before shaking off its surprise, and apparently uninjured, picked itself up with a giggle and made another break for freedom. Before the child could get to the door it was grabbed by Bluenote, “Come here you!”

The foal struggled for a second then settled into the blue mare’s grasp. Octavia examined the foal, he was a colt, his pelt was pure white and his mane was made up of familiar blue stripes. He was examining her with huge ice blue eyes. “Isn’t that..” she began.

“One of Vinyl’s brothers? Yeh, beats me if I can remember all their names though.," teased Bluenote tickling the child. "What you called little bit?"

“Titchy, Titchy,” giggled the foal.

“Oh, yeh, Titchy Scratch. How could I forget one of my favourite pupils?”

“I always thought he was a little young for your lessons,” said Octavia as she helped Bluenote carry the foal back to the living room.

“Yeah, technically I'm his foal sitter rather than his teacher. It's not very frequent, normally the Scratch clan has dozens of free sitters on hand. A couple of his brothers brought him over and said they were in town but all busy for some reason so they asked me to look after him for a few hours. Well he was asleep then, since he woke up he’s been like a little dynamo even more than normal, he just keeps going and going. I think they might have loaded him up with sugar.” She placed the foal on a chair and he instantly tried to climb down out of it. Bluenote picked him back up again. “So what brings you here?” she asked.

“I wanted to talk to you about something.”

“Give me a sec, this normally keeps him still for a while.” Pinning the foal for a second Bluenote picked up a cheap looking child’s recorder from the ground and passed it to Titchy who regarded it owlishly for a few moments before taking a deep breath and placing it in his mouth.

“You might want to...” began Bluenote. The foal exhaled creating an incredibly loud sound, the shock almost knocked Octavia off her hooves.

“Cover your ears.” continued Bluenote somewhat belatedly. The foal took another breath and made what seemed, incredibly, to be an even louder sound. Octavia’s ears not only flattened but tried to turn inside out to escape the racket.

“We can talk in the kitchen,” yelled Bluenote, Octavia couldn’t hear her but could just about make out the words on her lips. She quickly scampered away to safety. Bluenote joined her after making sure the rest of the doors and windows were closed.

The noise made by the instrument could still be heard from within Bluenote’s small, but surprisingly well equipped kitchen, although it was reduced to a tolerable level. “What was it you wanted to talk about?” asked Bluenote.

Octavia shook her head to try and stop the ringing in her ears, “I am planning to take part in the running of the leaves this weekend.”

“Huh, is it that time of year already?” asked Bluenote, “You know I might take part this year.”

Octavia looked surprised, “Forgive me, but I would not have thought you would be interested in a race.”

“Oh no, I’m not an athlete but I think it’d be fun to go for a walk in the woods; maybe take a few of the foals with me, knock a few leaves down, do my bit for the community.”

“That’s a good idea. However, my problem is that I fear I might win.”

The blue mare raised an eyebrow, “That’s not something most ponies are afraid of, what’s the problem with winning?”

“If I win I would be beating Medley and Lyra, I am worried how they might react to that.”

“I don’t think it would be a problem, I wouldn’t care if you beat me.”

“Medley is not as,” Octavia searched for the right word, “relaxed about these things as you are.”

Bluenote thought for a moment, “You might be right there she does take some things, particularly money, rather too seriously. I remember when I owed her for a tuba tune up, she was waiting outside my house each morning for a week until I finally paid her back, she was not happy about that indeed,” she paused in recollection, “Maybe you should just let her win then.”

“I... I do not think I could do that.” said Octavia looking somewhat pained.

“Seems easy to me just put one hoof in front of the other slower than she does,”

“But it would be dishonest, like lying. I am a good runner I can’t pretend otherwise, it would be wrong, like not playing with my full skill.” she wrung her hooves.

“I still don’t see the problem. Why don’t you just talk to her about it?”

“I think I might have to, but what if...” she suddenly realised the whistling from the living room had stopped when a loud metallic crash could be heard. Quick as a whip Bluenote was pulling the door open and searching for her charge. Octavia followed behind her and surveyed the room, Bluenote’s Tuba had been knocked from its stand and now laid upside down on the floor but of Titchy there was no sign.

“Humm, if I was a foal where would I be?” wondered Bluenote out loud casually looking around the room.

Octavia was more worried about the foal’s disappearance and began to frantically search the room checking the doors, windows, the fireplace and behind a cupboard to no avail. Then she heard a scraping sound and saw the tuba starting to drag itself across the floor towards the open kitchen door. Bluenote noticed as well and lifted the instrument up revealing the foal under it, he reared up and spread his legs wide, “Surprise!” he yelled before falling back onto the ground. Bluenote strapped on her instrument and used it to make a surprised sounding noise. Looking thoughtful for a second Titchy rushed under the table and picked up his discarded recorder and tried to copy the sound with increased volume. The music teacher repeated the note again even louder and once again the small unicorn tried to copy her. Between the two of them the volume started working up towards a cacophony.

“I think I should be going,” yelled Octavia, struggling to be heard over the racket.

Bluenote made a sad sound which was again copied by Titchy.

“Sorry, I think I will take your advice and talk to Medley,”

Bluenote nodded and played a happier note, again copied by her student.

Octavia staggered out of the house with her head ringing. Sighing she considered her situation, she agreed that trying to confront Medley might be the best course of action but she doubted it would be as easy as Bluenote thought. The pegasus could be very touchy about some things especially if they involved money. She still had a few days until the race, it might be a good idea to think about the matter for a day or so, prepare what she was going to say. Happy that she now had a plan Octavia trotted back towards her home.

A day spent preparing what to say to Medley had become two and then almost three. With the race the next day Octavia was forced to stop procrastinating and actually face the blue pegasus. With a heavy heart she made her way to the music shop to meet her friend. Each step seemed to make her journey harder and by the time she got to the shop the grey mare was sweating nervously. Visions of Medley ordering her to leave the shop, telling her to never talk to her again and yelling that she was not her friend any more flashed in front of the grey mare’s eyes. Octavia shook her head trying to calm herself, she was being silly, Medley wouldn't overreact that much. Then she remembered how Medley had behaved when Octavia had volunteered her Aeolian harp for the festival and almost ran home again. Steeling herself Octavia opened the shop door and stepped inside, the floorboards gave a loud creak beneath her hooves.

Medley was in the front of the shop arranging some music books on the stand, “Those damn boards,” she grumbled to herself, “still I should have them fixed soon.” She looked up, “Oh, hi Octavia, what brings you here.”

The grey mare opened her mouth and her mind went blank, all the carefully prepared arguments just blew from her brain like autumn leaves falling from the trees. She stood dumb for a moment, “Race,” she stuttered.

“What about the race?”

“Do you have much experience running? I’ve never seen you run around ponyville.” asked Octavia trying to get the conversation on track.

“I do most of my running up on the clouds, you need to set them off to get rain and running over the tops of a cloud bank is a good way to do it. Sometimes I run on the ground out in the woods. Either way you probably wouldn’t have seen me. I used to have more time to run when I was younger but I have managed to get in some practice for the race recently. I might not be as fast as Dash or Applejack but I figure if I can set a good pace and keep it up for the whole race I can outlast most of the pack. I’m fairly sure I’ve got third in the bag I might even beat one of the favourites I’m sure they'll be furious if I do,” she grinned.

“What if someone else wins?” she asked trying to get a feeling of what the temperamental mare thought of the situation.

“Like who? I’ve watched the last few races, I’m sure I can beat anypony else who enters.” replied Medley calmly shuffling some sheet music.

“How about me?” ventured Octavia, “I keep myself in good condition and have experience jogging.”

“Sorry, no offence, but this race is a bit different from just jogging around town. It’s longer and the grounds rougher, I don’t think you have much of a chance.” said the blue mare sympathetically and to Octavia’s ears somewhat condescendingly.

A spark of pride ignited in Octavia’s breast fuelled by her nervousness and quickly began to spread, “I think you will find,” she began, pulling herself up to her full height, “that I am a better runner than you think. I have been jogging for many years.”

“It’s not just about experience, it’s about drive. You’ve never needed anything in your life, it’s all been handed to you on a silver platter so you don’t know what it’s like to push yourself to achieve something.” Medley sounded rather bitter.

“How dare you!” yelled Octavia, “I never put less than my all into anything, I push myself to improve all the time.”

“Yes with your music but why do you need to win this race? You don’t need the money.” Medley stomped up to the musician almost butting heads with her.

Octavia tried to calm herself down, this was beginning to get out of control, “How badly do you need it?” she asked.

“I’m doing ok,” replied the blue mare defensively, “But more never hurts and I know I can place in the race.”

“As can I regardless of what you think.”

“Well I guess we’ll see who the better galloper is tomorrow then.”

“Yes, we shall,” said Octavia acidly, turning to the door head held high, “And it shall be me.” she crossed the squeaky floorboards and slammed the door behind her. She was halfway home before she realised what had happened and cursed herself. For a moment she wanted to turn and apologize but her pride wouldn’t allow her, Medley had acted atrociously as well, saying she wasn’t motivated, she could apologize first.

Things seemed to have gotten so out of control, the damned race it seemed determined to ruin her friendships. By the end of tomorrow she might be down several friends.

The race

Dawn finally brought a sleepless night to an end for Octavia. She dragged herself from her bed and stood under the hot shower for quite some time trying to feel Equine again. Still as always she faced the sun as it rose on the last day of her friendship andplayed. She supposed that even if her friends left her she would still have the sun. The sad notes drawn from her heart drifted off into the new morning which was inappropriately pleasant. There were a few clouds in the sky to prevent frost but generally the sky was blue, it appeared that Dash did not want rain to interrupt what she must see as her day of triumph.

Downstairs Bon Bon was packing a picnic hamper with a range of tasty treats, she looked up as Octavia entered the room, “Morning Octy,” she said, “Are you ready for the race?”

“I am,” she tried, unsuccessfully, to hide her anxiety.

Bon Bon paused for a second, “Hey don’t be worried, I’m sure you’ll do really well today. I’ve seen you jog and most of the entrants are complete amateurs. You’ll probably even place, when you finish you can share this,” she gestured towards the spread she was preparing.

“Thank you, but I am worried that I might upset my friends if I do better than them, Medley, Fluttershy and Lyra are also competing.”

“Well if they're your friends I’m sure they’ll want you to do well.”

“I understand that but I fear they might be upset if I beat them,” it felt good to get her problems off her chest, maybe she should have discussed this with Bon Bon earlier but she did not want to burden her landlady with her problems. “Lyra is trying to impress someone..” she tailed off remembering who she was talking to.

“Lyra has a sweetheart?” asked Bon Bon, “That’s good for her, she looks so lonely sometimes, I just want to give her a hug. Is it anypony I know?”

“You could say that.... but she wants me to keep it secret for the moment.”

“Fair enough, would you like to walk to the track with me?”

“Thank you.”

There were more ponies at the race than Octavia had expected, it seemed like most of the town had turned up to either compete or watch. She joined the queue to register while Bon Bon wished her luck and said she’d cheer for her before heading off towards the finish line.

The queue to register was long, she judged that several hundred ponies would be competing. She saw Applejack, with a number one obscuring her cutie mark, talking to her family and a number of hangers on. Even the ancient Granny Smith was there her rocking chair mounted on Big Mac’s back. Rainbow Dash and the weather team were off to one side having their wings gently tied down while they glared over at the Apples. Dash was apparently number five.

“Name?” came a cheerful voice from in front of Octavia, she turned and noticed that she had made it to the front of the queue. Cheerilee the school teacher was sitting at a desk helping to organise the race. She looked up, “Oh, it’s you Ms Philharmonica,” she ran a hoof down the list in front of her, “You’re number one hundred and twenty four,” she slapped the sign onto Octavia’s flank with a bit more force than the grey mare thought was necessary. “You need to wait in the green area,” she gestured towards a roped off enclosure, “until we start.”

“Thank you,” said Octavia as she trotted towards the relevant area wincing a bit at her smarting flank. She noticed that a small stage had been erected near the starting line. It was packed with speakers and surrounded with a railing. At the centre was a raised podium with a turntable mounted on it and for some reason a telescope. Around it was gathered a herd of ponies, mostly white unicorns with a mixture of other tribes and colours among them. It looked like the entire Scratch family were visiting Ponyville and had gathered there. This must have been what Vinyl had been working on all week.

Upon joining her group Octavia started her warm up exercises and tried to get her head together for the race. She shouldn't lose hope yet, maybe Medley and Lyra would be better runners than she expected, they might beat her. A small part of her argued that they weren’t but she pushed it away, she could deal with that probability when it came up, if it came up. For now she should just try to enjoy herself. Gazing around the mob of chattering ponies filling the enclosure she didn’t see any of her friends, a brief spark of hope rose in her breast that maybe they had pulled out. Then she saw Lyra in another group, the aqua unicorn spotted her and waved a friendly hoof, she waved back with trepidation.

“Hi,” came a masculine voice from beside her, “You’re Octavia aren't you?”

Octavia turned to see a light blue earth pony stallion with a long red mane and a spade cutie mark talking to her. “Yes,” she replied cautiously.

“I thought so, I saw you at the Equinox before things got crazy, I’m Ditch Digger by the way. I didn’t know you ran.”

“I have been jogging for many years now.”

“I only started with last year's running of the leaves, one of my friends dared me to do it. I came in one hundred and twenty fifth but at least I finished. I enjoyed it so I thought I’d try again this year, maybe improve my placing, I’m hoping to make the top fifty maybe even top thirty.”

“That is very admirable. I’m afraid I’ve been rather remiss at studying the course itself. What can you tell me about it?”

“Well it’s quite long, the race normally goes on for about two to three hours, and it takes in most of the major woods around ponyville. It sort of spirals out but it’s fairly twisty so you gotta look out for the signs telling you which way to go, I almost got lost last year. It ain’t no proper running track either the organisers try to fill in any major potholes but you still got to be careful not to turn a hoof. They got guards stationed around the track to shoot any runners that fall, to put them out of their misery.”

Octavia stared at him in shock, he grinned back, “Just kidding, they got first aiders here and there and some of the nurses are on standby just in case.” He nodded towards a large tent with a red cross on it near the starting line, “That Redheart sure is pretty, it would almost make it worth getting hurt to spend some time with her.” He shook himself out of his thoughts, “Oh and there's water tanks every few miles if you get thirsty.”

Octavia considered this, she had made sure she had hydrated before leaving home but she saw the logic behind this, even in the autumn chill it would be easy to work up a lather during the race. She noticed a few ponies with large tanks on their backs were making sure the contestants were fully watered before starting. “Thank you Mr Digger,” said Octavia digesting what her companion had said. The race was much longer than she was used to, her morning jog normally took less than an hour and even that could be tiring. She was also used to paved streets, she would have to keep her eyes on her hooves and pace herself for the distance.

“My pleasure ma'am, have you got any tips as you’ve been running longer than me?”

“Well I have not run competitively for a long time but I would say you should be careful not to exhaust yourself early on, it is a long race.”

“I’ll keep that in mind, Octavia. It looks like we’re about ready to start.”

Ahead of them a few volunteers in red coats were gesturing for their group to move up towards the start of the race where dozens of ponies were already in place and eager for the start. She saw Rainbow Dash near the front clearly chewing at the bit, near her Applejack waited more patiently but with just as much determination in her eyes. Octavia turned her head and was a large green draconic head gazing over the crowd a short distance behind her. Fluttershy had attached a sign to the top of her costume stating ‘Not real’ and another around her neck stating ‘Non Pony, Yes! Non Sapient, No!’ The crowd seemed to be keeping some distance from her, trying not to stand on the trailing ends of the costume. Then she saw Medley, the blue mare was not too far ahead gently trotting on the spot, Octavia wanted to reach out and talk to her but still didn’t know what to say after their argument yesterday.

There was a bust of noise off to one side and Octavia’s head snapped towards it. The Mayor had mounted the podium with a number two proudly attached to her flank. In place of her traditional cravat the older mare had fabric bands around her head and hooves which Octavia remembered being popular back when she was a young foal. Behind her Vinyl stood at the turn table her horn glowing.

“Welcome everypony to the sixth annual running of the leaves,” announced the Mayor her voice amplified by the unicorns spell so everybody could hear her clearly.

“It’s so great to see all of you here today! We’ve smashed last year’s record turnout!” continued the mayor leading the crowd in a cheer. “I hope you all have fun this year and clear all the trees ready for winter. Of course as always I myself am taking part I wouldn’t expect anypony to do anything I wouldn’t try myself. Now this year our very own element of magic, DJ Pon-3, will be commentating,” There was a quick burst of music. ”So everypony should know how the race is going. Now without further ado let’s get the race started and I’ll see you all at the finish line for the prize presentation ceremony.” Carefully the tan mare climbed down from the platform and made her way into the crowd of contestants.

Red Tape gingerly clambered onto the platform as if it was going to collapse at any moment. Then cautiously walked to the centre of the stage. He opened his mouth to speak but all that emerged as a squeal of feedback. He glared at Vinyl who looked innocent. He tried again, “Now, if everypony could be careful out there we had several unnecessary injuries last year. Make sure you obey any instructions from our race staff and medical personnel,” droned the bureaucrat. “Now if you would all start on the mark.” He produced a small bundle of cloth which he unwrapped to reveal a small whistle which he levitated to his lips. “3.... 2.... 1.....” before Red could give the signal a vast wave of noise erupted from the speakers making the stallion leap into the air and almost swallow the whistle. Below the horde of runners surged forward as one.

“And they’re off!” yelled Vinyl, “And it looks like Time Turner’s in an early lead but there’s no way he can keep that pace he’ll be finished before he’s begun, but a lot of stallions have that problem Turner. Behind him it’s a mass of ponies but it looks like Rainbow is starting to pull out a bit but Applejack is right on her tail.” Octavia took to her heels with the rest of the crowd and the white pony continued to comment as they ran by.

After a few minutes the competitors had all passed and the small number of ponies who were walking the course started to follow. Vinyl noticed Bluenote among them flanked by Twist who looked excited and Silver Spoon who looked bored. The Blue earth pony mare was carrying bulging saddle bags and had a tether attached to one of her fore legs which led to a white foal who was trying to pull the larger pony along. Vinyl recognised her brother and waved at the group without ceasing her commentary.

“Ok, people the racers are on their way so it’s time for me to take this party on the road, in fact it’s time...” At a glow from Vinyl’s horn the tops of the large speakers at the edge of the stage flipped open and with a hiss of compressed gas dozens upon dozens of red balloons spilled out, each tethered to the stage. “To take it to the air!” Slowly and with much creaking and protesting the combined force of all the balloons started to lift the stage into the air. The crowd gasped in astonishment and staggered back away from the floating construction. The blue haired unicorn walked to the front of the stage and struck a pose staring down at the ground, which was no disappearing into the distance, without a trace of fear.

“And don’t worry that you won’t hear the commentary down there on Equestria, because this ship is powered... bymusic!” Smaller speakers swung down from the side of the floating stage shaking the construction. From them music started to play at a high volume.

You and I in a little toy shop

Buy a bag of balloons with the money we've got.

Set them free at the break of dawn

'Til one by one, they were gone.

Back at base, Red Tape’s in the town hall

Sends the message, Something's out there.

Floating in the autumn sky.

99 red balloons go by.

The crowd below started to cheer and Red Tape scowled at the use of his name. Slowly the force of the music started to push the floating stage through the sky after the runners, several of whom looked up in surprise.

99 red balloons.

Floating in the autumn sky.

Panic bells, it's red alert.

There's something here from somewhere else.

The bureaucracy springs to life.

Opens up one eager eye.

Focusing it on the sky.

Where 99 red balloons go by

A flag pole grew from the back of the stage and a large flag unfurled, it showed a picture of a grinning Vinyl held aloft by a balloon tied around her middle, it proclaimed the flying stage to be the ‘HMS Wubs of the Air’.

99 decision Street.

99 minions meet.

To worry, worry, super-scurry.

Call the troops out in a hurry.

This is what we've waited for.

This is it colts, this is war.

The princess is on the line

As 99 red balloons go by.

The force of the musical vibrations shook the trees along the course as the stage passed by knocking the few leaves that remained on them to the ground and bringing in Autumn.

99 Knights of the air

Pegasus pulling high tech chariots

Everyone's a superhero.

Everyone's a Commander Hurricane.

With orders to identify.

To clarify and classify.

Scramble in the summer sky.

As 99 red balloons go by

As the HMS Wubs of the Air passed over Bluenote and her group Titchy tried to jump up into the air to get to his sister without success. In response she had saluted down to the group before scampering back to her turntable and putting on the next piece of music. She quickly peered through the telescope to get a view of the current status of the race.

Below the racers were starting to spread out as the stronger or more foolhardy racers pulled ahead while the weaker ponies fell back. In the middle was a large pack which contained most of her friends. Taking a deep breath and throwing on another disk Vinyl began to explain what was happening to her audience.

As the racers started to wind through the woods nearest Ponyville Octavia found herself near the back of the main pack. She thought she saw Medley near the front but it was hard to tell, there were too many other ponies in the way. She was certain she had seen Lyra race off from the herd when the race had begun and Fluttershy was quite near her off to one side. The dragon dressed pony was talking to one of the other racers and judging from the look on her companions face whatever she was saying was fascinating.

Octavia was setting an easy pace for the first part of the race, she could have been running much faster but was nervous about the length of race, it was much longer than she was used to and she did not want to exhaust herself. By her reckoning the pace much of the pack had taken was unsustainable particularly as many of the ponies were amator runners as best. Many of the contestants had realised this already but ponies, being descended from social animals, had strong instincts to stay with the herd both metaphorically and literally making it difficult for them to set their own pace.

Remembering Ditch’s words Octavia kept her eyes on her hooves which not only made it easier to avoid joining the rest of the pack but also gave her a view of the terrain in front of her. As expected the ground was rough and often pot-holed. She had already stumbled a few times when a patch of grass had turned out to be less stable than expected. Suddenly the runner ahead of her leapt forward and she noticed a steep hollow in the ground. Reacting quickly Octavia jumped as well avoiding a potentially nasty fall. The Runner behind her was not as lucky and tripped head over hooves onto the ground. Octavia began to slow to help the unfortunate pony but he was quickly on his hooves again and running, although with a bit of a limp. Letting out a sigh of relief Octavia redoubled her efforts to ensure the path in front of her was safe.

“This is fun isn’t it?” asked Bluenote leading her small herd of foals through the woods. By now the racers were far ahead, the only sign of their passage the thick layer of fallen leaves that coated the path.

Titchy was still leashed and was amusing himself rushing through the leaves throwing them around as he ran back and forth. Silver Spoon kept far away from the rambunctious colt walking behind the rest of the group as if to distance herself from them.

Only Twist seemed interested in the forest itself, “What type of tree is thith, Mith Bluenote,” she lisped pointing at a large and now bare tree.

Bluenote examined the tree for a moment, “A larch,” she said, “A larch,” she repeated rolling the word around her mouth.

“And thith one?” Twist pointed at a smaller tree that stood up straight by the path.

“A larch.”

“And thith one?” she pointed at a gnarled tree bigger than the others.

“A larch.”

“Are you sure?” asked Silver Spoon, somewhat interested, “They look very different.”

“Well the only type of tree I know is the Larch so to me they’re all Larches.”

“But you could be wrong, they’re probably all different types of trees.”

“Maybe, but I might be right. As the only tree I know if the larch, all trees are larches to me.”

Silver Spoon screwed up her face at this, it seemed wrong to her but at the same time it seemed so true.

“Come on, let’s go see some more larches.” said the music teacher.

Vinyl in the Wubs of the air was peering down at the race below through her telescope while giving a running commentary of what she was seeing. The rickety airship was making groaning sounds but its occupant did not seem to be worried.

“Still in front we have Applejack but only a few horseshoes behind her is Rainbow Dash, those two just don’t want to quit do they?” she moved her telescope to look further back in the pack, “At the moment third place could go to anypony; Medley, wow look how she goes, she’s like a well-tuned instrument. Time Turner, why is he so good at running anyway? Even our dear Mayor, I guess running for office isn’t just metaphorical Ivory. Any of them could take the bronze. Behind them there are even more brave racers; Lyra, although that looks painful. Rose, Flitter, Dragonshy.. I mean Fluttershy. With the race not even halfway through they all have a chance to win. Even my good friend Octavia although this doesn’t seem to be her best performance. Well maybe this next song will encourage her,remember ....” She started a disk turning and began to sing pushing her strange craft through the sky even faster.

I am the Commentator and I fly and I fly

I fly through the sky-ie-ie-ie-ies

I see the racers run through the leaves

Yeah, the brown and orange leaves

You know it looks so good today

I am the Commentator

I fly through the air

I look at the racers go by

I see the racers come out today

I see the bright and cheerful ponies

Over the sky-ie-ie-ie-ies

And everything looks good today

Singing la la la la la.. lala la la, la la la la.. lala la la

Below her the crowd began to nod their heads in time with the music and sing along.

Get into the sky

We'll be the Commentator

We'll ride through the sky today

We'll see the racers come out today

We'll see the bright and cheerful ponies

We'll see the brown and orange leaves

Leaves made for us to clear

Even a few of the racers, those with the breath to spare joined in with the song as they zig zagged through the trees. Octavia looked up and although she did not enjoy the style of music she did appreciate the effect it had on the ponies around it and that the beat allowed her to pace her running better.

Oh, the Commentator

See, how she flies

Oh, the Commentator

She flies and she flies

She looks at the racers

What does she see?

She sees the brown and orange leaves

She sees the racers run through the leaves

She sees the sky-ie-ie-ie-ies

She sees the winding racetrack

And everything was made for you and me

All of it was made for you and me

'Cause it just belongs to you and me

So let's take a run and see what's ours

Singing la la la la.. lala la la

Singing la la la la.. lala la la

Singing la la la la.. lala la la

Oh the Commentator

She flies and she flies

She sees things from the skies

She looks at the racers go by

She sees the things that she knows are hers

She sees the brown and orange leaves

She sees the leaves fly away

She sees the racers are out today

And all of it is yours and mine

And all of it is yours and mine

So let's run and run and run and run

Oh, oh, Singing la la la la lalalala

Bluenote and her group had been walking through the woods for over an hour. The other walkers had mostly pulled ahead as Bluenote kept stopping to examine the various ‘Larches’ that lined the track.

“Stop,” commanded Bluenote looking about. Twist who was following close behind her crashed into her flank while Titchy pulled at his leash.

“What is it? Another Larch?” asked Silver Spoon sarcastically while looking around. The woods looked normal to her, full of trees covered in red and brown leaves.

“What do you see?” asked the music teacher.

“Leaves?”

“Exactly, you can’t see the trees for the leaves. Someone’s been slacking off, none of the trees here have their leaves knocked off.”

“So?”

“So it’s our civic duty to help,” Bluenote reared up on her back legs and brought her front hooves down on a nearby tree visibly shaking it and causing a cascade of leaves to tumble down upon her. She began to shake the trunk dislodging further dead foliage.

“Come on Spoonie,” called Twist, “I bet I can knock down more leaths than you.” she ran past a large tree giggling as she went letting her slipstream pull down a flurry of brown.

Silver Spoon decided that it was her unwillingness to let somepony like Twist one up her that caused her to barge into a nearby shrub dragging the leaves from it, not the fact that it was fun. Running around giggling as she now was would be unbecoming a pony of her station and she would tell anyone who asked just that and if they claimed to have seen her doing anything like this then they were mistaken.

Twitch stood for a moment looking bewildered at his companion’s behaviour before walking over to a sapling and taking its stem in his teeth bent it down shaking his head to dislodge the leaves. Suddenly with a twanging sound the trunk straightened throwing the colt through the air into a bank of leaves. Bluenote stopped in her own efforts and began to run towards the foal to check on him. Before she you get to him his small head popped up over the leaves, “Again!, Again!” he yelled.

By the second half of the race the main pack has stretched out significantly and Octavia’s strategy was starting to pay off. Her slow but steady pace meant that she was passing more and more racers who had exhausted themselves in the early part of the race. By her reckoning she had run further than her normal morning jog and although hardly fresh she felt she could last the rest of the race and could in fact afford to speed up a bit.

The stretch of track she was currently traversing was flatter than the first part of the course but swung repeatedly from left to right in long lazy zig zags. Ahead of her she caught sight of a familiar aqua unicorn running through the woods, or at least she thought that Lyra was running. The busker seemed to be hopping from hoof to hoof as if undecided on which one to put on the ground next.

Up until now the grey unicorn had managed to put her earlier worries to the back of her mind losing herself in the race. Now that one of her friends was in sight they returned with a vengeance. What could she do now? From what she could see the unicorn was beginning to flag and sooner or later Octavia would either have to slow down or pass her. How would Lyra react if she did the latter? She might as well find out now, pushing herself slightly Octavia sped up.

Glancing back over her shoulder Lyra noticed her friend slowly gaining on her and slowed for a moment to allow the two of them to run side by side. “Hi Octy,” said Lyra panting slightly, “Which do you think looks most impressive?”

“What looks most impressive?” asked Octavia sounding confused.

“Which way of running. I want to look my best for Bon Bon when I pass the finishing line. I can do back hooves,” she rose up on her back legs and hopped forwards in an ungainly gait. “Front hooves,” she staggered forwards head down, “One side or the other,” she somehow managed to move in a sort of controlled fall using only her left and then only her right legs, “I can even manage a cartwheel.” The athletic pony spun forward for a second before collapsing in a heap on the ground.

Octavia screeched to a halt before helping her friend to her hooves, “Maybe you should save them for the last section when Bon Bon can see you? You don’t want to hurt or exhaust yourself before the end.”

“Oh don’t worry Octy, ‘My strength is like the strength of ten for my heart is pure’. Still.” she winced slightly as the two of them started off again, “You might have a point, I wouldn’t want to use up all my awesome before I get to my lady love.”

The two ponies ran on in silence for a few minutes continuing to follow the winding track through the woods.

“So Octy.” said Lyra chattily, “Is there any reason you’re still here?”

“What do you mean?” asked Octavia her guts suddenly turning to ice.

“Well it’s nice to have the company but you go running each day. I keep fit but I’m not that good a runner. You could pass me whenever you want, so why don’t you, you don’t normally do things by halves.”

Octavia froze for a second, almost stumbling, what should she say? Lyra didn’t seem upset just confused. “I thought you would want to win, for Bon Bon.”

The Aqua unicorn laughed for a second then painted to regain her breath, “If winning this race would earn me Bon Bon’s heart then I would already have finished,” she said earnestly, “but it not like that, Bonny doesn’t just want an athlete, she’s not shallow she’s,” Lyra searched for the right word for a second, ”Bon Bon, she deserves the best at everything, the best runner, the best singer, cook, dancer, writer, everything. But noponies perfect at everything so I just have to be the best I can and today I’m being the best runner I can. But you’re better so you should be doing the best you can, which means you should be in front of me.”

“You don’t mind if I beat you?” asked Octavia sounding stunned.

“Of course not, what kind of friend would I be if I was angry with you just for that?” Octavia had a flash of Medley from yesterday, she had been angry, “As long as I get to see Bon Bon at the finish line I’ll be happy. I’ll meet you again there.”

“As long as you’re sure?”

“Of course. Oh before you go which was the best way to cross the finish line?”

“Well that thing with your hind legs just looked.. wrong. Maybe you could just slide across the line?” she suggesting trying to think of a way to prevent Lyra hurting herself.

“It all comes down to how far I can slide,” muttered Lyra, “I think I can make that work. See Ya.”

Feeling better but still worried about Medley Octavia picked up her pace slowly leaving her green friend behind.

Bluenote and her party had left the main track and headed off up a steep hill which eventually rose above the tree line and gave a wonderful view of the surrounding countryside. It was quiet apart from the background thud of the ‘engines’ of Vinyl’s airship. The music teacher unpacked her saddle bags to reveal a large red and white checked blanket which she spread out over the ground and then covered in stacks of picnic food.

“Eat up,” she said gesturing to her party, “There’s nothing like a good walk to work up a healthy appetite.”

Titchy immediately leapt at a muffin almost as big as him, Bluenote caught him in mid-air and redirected him towards a mound of sandwiches. “Try something a bit more savoury first Titchy, it’ll make the sweet taste better.” Not looking convinced the foal sniffed at the offered food before starting to gnaw at it.

“What’s in these Mith Bluenote?” asked Twist after taking a bite of her own sandwich.

“Smoked cheese, I get it imported especially.”

Silver Spoon was impressed, she knew that her father bought similar food for a big party he had hosted last year and he had said it was difficult for even someone of his statue to get it, “How did you manage to get this?” she asked.

“I made a few contacts while I was in Canterlot, people from all other the world went to the school there I’ve still got some friends who can score me treats from far away.”

“Is this reindeer cheese?” Silver spoon had heard it was the hardest type of cheese to get.

“Nope, I’m not that lucky this is from goats. They work for far less, or so I’ve heard.”

Titchy has finished his sandwich and was looking hopefully at the muffin. Bluenote smiled, “Ok you can knock yourself out now kid.” the colt gave a yelp of joy and dived face first into the sweet treat.

“I’ve got ginger beer to wash all this down with.”

A yell came from above, “Ahoy down there!” and a sudden breeze tore at the blanket.

The foals looked on in shock as the ‘Wubs of the air’ appeared above the peak they were picnicking on. Bluenote seemed unperturbed, “Afternoon Vinyl.” she yelled over the noise of the machine, “How’s the race going?”

“Getting near the end now,” her friend yelled down, “Rainbow and Applejack are still neck and neck. Medley’s doing well and Octavia’s moving up. I haven't seen Fluttershy for a while but Lyra looks a bit puffed out. How are you?”

“Fine just having a rest, here catch.” she lobbed a bottle up towards Vinyl who caught it in her aura.

“Ginger beer? I’d have preferred the real stuff.” she opened the lid and took a swig, “Still that hits the spot. Thanks.”

“Vinyl, Vinyl,” yelled Titchy having overcome his surprise, jumped up and down to get his sisters attention.

“Hi kid! You being good for Bluenote?”

The white foal nodded energetically, “Fly! Fly!” he shouted.

“Sorry, not this time Titch. I got the Wubs perfectly balanced, can’t have any extra ballast.”

The small unicorn looked downcast, “Maybe next time?” his sister amended trying to cheer him up.

Titchy seemed to perk up at this aided by Bluenote pushing another muffin towards him.

“Anyway, I must be off,” announced the DJ, “This race isn’t going to commentate itself. See you all at the finishing line.” With a further burst of sound the flying machine moved off with the group waving goodbye to it.

The herd sat in silence for a while their mouths full of various treats. Once that had finished Bluenote packed the blanket and the remains of the food into her bags and set off down the path. “Come on,” she said, “We better get back to the track.”

“Mith Bluenote,” said Twist, “Didn’t we come from thith way?” she pointed down a similar track in the opposite direction.

“I’m certain it was this way,” said Silver Spoon pointing in a third direction.

Bluenote looked uncertain, glancing down each path, “Hum, I’m not sure.”

That didn’t sound good, though Silver Spoon.

Octavia began to pick up her pace again. The last marker had indicated that the finishing line was only a few miles away now. She had passed several tired ponies over the last few minutes, mostly unicorns. Of the three tribes they tended to be the last athletic, Pegasus were light and quick and earth ponies such as herself were strong and had greater endurance so the third tribe tended to come last in most physical competitions unless their magic could be used.

By her reckoning there were probably less than a dozen ponies ahead of her including most of the serious competition. Her pacing seemed to have worked, although she was still feeling the strain of such a long run. She was panting slightly and could feel a lather starting to form on her flanks, a feeling she did not enjoy. Sweating like that made her feel dirty. Her mother had always told her that mares shouldn’t sweat, they should perspire. Octavia was certainly sweating now and she felt a little maternal shame.

The path was starting to straighten out now and the woods were thinning. She took a final turn and saw the front runners not too far ahead and in the distance a crowd of ponies could be seen marking the finishing line. She recognised several members of the leading group, the Mayor was near the back, next to her was a brown stallion who looked on his last legs, and ahead of them was the familiar blue pegasus, Medley. Unlike the rest of the group she did not seem unduly tired, her almost unnatural endurance still keeping her going, she had her head down and was pushing onwards at a steady pace.

Screwing up her courage, Octavia moved faster. Her actions might push Medley away from her but she couldn’t stop, that would be a lie, it would go against the very core of her being. She would give this race her all, regardless of the consequences. She quickly closed the distance with the pack passing the exhausted stallion and a few other racers. For a moment she was running parallel with the Mayor who seemed less tired that Octavia would have expected. The older mare picked up her pace for a minute starting to outdistance the grey mare but then seemed to reconsider and slowed dropping back past the musician.

Suddenly Octavia realised how close to the front she now was, Medley was only a few lengths ahead and in front of her only a single pony, a purple pegasus was between her and Dash and Applejack who were still running side by side with twin looks of determination on their faces. The finish line itself was drawing closer, maybe just over a mile away.

With a final burst of speed Octavia found herself just behind Medley. She knew she had the physical strength to pass her but found that she couldn’t bring herself to do it. Despite all her previous protestations, she found that she prized her friendship more than her pride. She couldn’t bring herself to beat her friend even if it meant a blow to her self-respect.

Medley looked back at Octavia, “You’re not trying.” she said bluntly

Octavia tried not to look guilty, “I am pacing myself.” she gasped. Medley didn’t seem out of breath.

“No you’re not, I’ve seen you of a morning, you can do better than this. Why are you letting me win without a fight? Is this about yesterday?” she looked ashamed ears drooping, “I’m sorry about that, I shouldn’t have shouted at you. You really are a good runner.”

“I don’t want to beat you.” she admitted.

Medley considered this for a moment, dropping back slightly to remain alongside the grey mare “When I win, when, not if, it wouldn’t mean anything if you didn’t try.”

“But I’m scared that I’ll beat you.”

“What do you think would happen if you did?”

“Well you might not want to be my friend anymore.” she found the answer cathartic, she had been worried about it for so long now, it was a weight off her mind.

Medley laughed, “That it? That’s what you’re worried about?”

Octavia nodded.

“Do you really think I’m that fragile? Answer me this, if you beat me would you rub it in, constantly brag about being better than me?”

“No!” said Octavia shocked, “I would never do that!”

“Then what’s the problem? Octavia, friends compete all the time, as long as you don’t take it too seriously there’s no sin in that. You are a far better musician than I will ever be, and you prove it every time we play together. Does that stop me trying to improve? Does that stop me being friends with you?”

“Well, no but..”

“But nothing, you're a better musician, I’m better at making instruments, one of us is better than the other at running, why does it matter?”

“I suppose it doesn’t”

“Good, I’ll see you at the finish line then, I’ll be the one on the podium.” with that the blue mare sped up and started to pull away.

With a smile and a lighter heart Octavia also redoubled her efforts.

As the first of the racers were approaching Vinyl had parked the Wubs of the air over the finish line and was leaning out of the airship as she yelled out her observations. Around her stood a large crowd of spectators just as excited as she was. Off to one side Ditzy was floating in the air with her daughter securely strapped into a saddle on her back. The young grey unicorn was yelling in excitement while beneath her her mother struggled to keep the two of them in the air.

“And they’re coming into the home stretch and Applejack and Rainbow are neck and neck. It’s Appledash or should that be Rainjack? Only a few lengths behind them is Octavia she’s pushing hard but I think she’s flagging, can she keep it together for long enough? Nipping at her heels is Medley, wow I don’t think I’ve ever seen her pant before. Then back a few lengths is Flitter and behind her is Time turner, he looks dead on his hooves but he’s still going and then there's the Mayor, come on Ivory you can do better than that.”

“With only a few yards left to go now it Dash, no it’s Applejack, no Dash, no Applejack. They crossed the line neck and neck it’ll be a hoofbiter while the judges decide but I think Applejack had it. Now the race is on for third place. Octavia is in the lead but only by a nose, who knew that having practise at keeping your snout in the air would help in a race? Wait Medley’s pulled ahead, it looks like Octavia’s trying to rally but I don’t think she has anything left, Yes. It’s Medley third and Octavia for fourth. It looks like Flitter has fifth... yes she’s just finished, now Time Turner for sixth and the Ivory Scrolls for seventh, bad luck Mayor Mare just out of the placing again. And there's still more ponies approaching I can see Lyra and ...”

Having crossed the finish line all Octavia wanted to do was collapse but she knew that if she didn’t cool down properly she could hurt herself so she forced her hooves to keep trotting as her lungs sucked in gasps of air. Ahead of her she could see Rainbow and Applejack still staggering onwards leaning on each other to remain standing. She could just about make out their conversation through the roar of the crowd.

“You’re pretty fast for a bag of feathers,” mumbled Applejack.

“You’re not too bad for a piece of farm machinery yourself,” slurred Rainbow Dash.

“How about we call it a truce until next year?”

“Well if you want to. That race was fairly awesome probably point seven of a rainboom maybe point eight.”

“Just keep away from my brother Ok.”

“Ah, I’m so over him now. He’s not all that anyway.” said Rainbow dismissively.

“Are you saying my brothers not good enough for you?” responded Applejack.

Octavia smiled as their bickering was swallowed up by well-wishers. Maybe this race didn’t destroy friendships after all, maybe it formed them.

“Told you I was the better runner.” said Medley with a smile, the blue mare was trotting alongside Octavia panting slightly but otherwise apparently none the worse the wear for her exertions.

“I was hardly at my best; if I'd known the race would have been like this I'd have trained for it properly,” pointed out Octavia, the she froze worried she might have insulted her friend again.

“Is that so?” replied Medley cheerfully, “Then I guess we’ll have to see again next year won’t we. Think you’ll be on your game by then?”

Octavia gave a sigh of relief, “You’re on,” she agreed.

“Hey, there’s Lyra,” yelled Medley pointing at the finish line. The aqua mare was just crossing the line as part of a mob of other ponies. She had rushed forwards turning her run into a skid followed by a flip before coming to a stop just past the line. Several of the crowd cheered at her antics including Bon Bon which caused the busker to smile so widely it looked like the top of her head would fall off.

Octavia and Medley collected their friend and looked for a quiet spot to wait for Fluttershy. By the time the yellow pegasus arrived the crowd was starting to clear and a podium was being set up for the closing ceremonies. Vinyl was still hovering above playing her music at full volume. The veterinarian, her costume looking rather tattered, was supporting a limping unicorn as she crossed the line. “Aqua’s always wanted to finish the race,” explained Fluttershy as she saw her friends, “but she fell about half way through so I just had to help her, still she seemed very interested in the plight of dragons and the need to conserve the west Coltland swamps, she said she’d help out if I ever need a spare hoof. Anyway one hundred and twenty eighth place isn’t that bad.”

As they were congratulating their pink maned friend Cheerilee cantered up to the group, “Here you go.” she said passing out medals to all those present, “All entrants get these.” she explained. “And you two,” she pointed at Medley and Octavia need to get over to the podiums, Mum’s handing out the prizes soon. You did really well,” she effused, “This year was the fastest race ever by over ten minutes.”

The winning ponies took their places on the podium positioned near the finishing line. Applejack stood proudly in first place. Next to her Dash was floating above her spot stretching her newly unwrapped wings and keeping just above Applejacks height. On Applejacks other side Medley took her place. Below them stood Octavia, Flitter and Time Turner. The Mayor went from one to the other shaking them by the hooves and handing out certificates and various sized bags of bits. Applejack was given a cup as well which she held aloft. As she did Dash dropped back onto the podium smiling up at her friend.

Above them floated Vinyl still blasting outmusic for the closing ceremony.

Glancing around the crowds and her friends Octavia smiled. She was so glad things had turned out the way they had and she couldn’t believe how worked up she had gotten about something so trivial. Of course her friends wouldn’t abandon her just because she did better than them in a race, they were her friends. Then she had an idea. She hopped off the podium with Medley and approached Lyra and Fluttershy, who had now removed her costume.

“I know what I can do with my winnings,” she announced, “I think I have enough to take us all out for a meal.” It could be part of Bluenote’s birthday present, thought Octavia. She could buy something more for her friend with her stipend later.

There was a chorus of agreement from the rest of the group.

“There’s no need for you to spend it all, half of your winning and half of mine together and we can go to a nice place, how about La maison d'herbe.” suggested Medley.

“That Prench restaurant?” asked Octavia, “I’ve heard good reviews. But are you sure, what about your floorboards.”

“I’ll have enough left to patch them up, I can do a lot with a little. I know a few tricks to get by.”

Behind them came Vinyl’s voice, “Well that’s about it for today, nice to see you all here and I hope you all had fun like I did. I’ll see you all here next year. This is DJ Pon-3 signing off,” with that a finalsong sprung from the speakers and several of the balloons holding the stage aloft detached and flew off into the sky.

99 dreams I have had.

In every one a red balloon.

It's all over and I'm standing pretty.

In these leaves that were once on trees.

If I could find a souvenir.

Just to prove the world was here.

And here is a red balloon

I think of you and let it go.

As one by one the balloons fluttered into the sky the stage dropped lower and lower. Suddenly with the sound of snapping strings most of the remaining balloons escaped at once dropping the stage the last five feet to the ground. It smashed on impact throwing pieces of wood all around and sending several of the speakers crashing to the ground. Unperturbed Vinyl strolled out of the wreckage past the stunned onlookers. Behind her a small fire broke out and Red Tape rushed past scowling at the DJ while using his magic to smother the flames. As she went the white unicorn grabbed a last balloon as it made a break for freedom and passed it to an small orange filly who took it in her hooves staring up in awe at the DJ before the balloon started to lift her off the ground and her mother grabbed her before she got too high.

Vinyl turned to a crowd member near her, “Did that look as cool as I thought it did?” she whispered.

The shocked stallion could only nod.

“Good,” she announced out loud, “So how are all of you?” she asked as she walked towards her friends.

“We’re off to get something to eat, you're invited.” said Medley.

“Great! Should be wait for Bluenote? She shouldn’t be too much longer.”

By the time that Bluenote crossed the finishing line the sun had set. She was staggering slightly under the weight of the three foals sleeping on her back. Twist and Silver Spoon were adorably intertwined while Titchy was laid out on his back across them.

Her friend were waiting for her in a pile near the line, several had fallen asleep.

“What kept you?” asked Vinyl getting up from where she had been hunched and stretching.

“The usual; got a bit off track, found a tribe of pygmy elks in the forest, saved them from a horde of ravenous miniature giant space hamsters. Me and the foals got crowned as princesses, even Titchy.”

“Oh, how is Queen Ichycoco?” asked Lyra in interest.

“Fine now we drove off the hamsters, she’s had her calf it’s a girl. Anyway how did the race go?”

“Medley came third, Octavia fourth, Lyra twelfth and Fluttershy one hundred and twenty eighth,” replied the DJ not batting an eyelid at her friends strange conversation.

“We are going for supper at La maison d'herbe, would you like to join us?” asked Octavia struggling to work her stiff legs and blinking the sleep from her eyes.

“Oooh, that sounds nice, I’ll meet you there. I better take my passengers home first their parents will be wondering where they got to. Tell the Maître de that I sent you and he’ll get you the best seats in the house.”

“I’ll help you get Titch back to where Mum and Dad are staying,” said Vinyl levitating his small form off Bluenote’s back and onto her own, he struggled in his sleep for a moment before clinging to his sisters back. Twist and Silver Spoon reacted unconsciously to his loss gripping each other tighter. “See the rest of you in half an hour.”

As the party separated and Octavia started to trot towards the restaurant surrounded by her friends, looking forward to telling them all about her race over supper. She realised she was sad that she’d have to wait a whole year to do it all again.

Author's Note

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