It's that time of year again! The leaves on the trees are turning all sorts of warm wonderful colors and soon the ponies of Ponyville will take up their positions for the annuel Running of the Leaves. The competition has grown into quite the friendly competition between two ponies in particular: Rainbow Dash and Applejack. Yet for some reason this competiton seems to have had an odd effect on Fluttershy, who seems to have been rather down as of late.

Join Rainbow Dash as she attempts to cheer up her friend and get to the bottom of what's eating at the gentle yellow pegasus.