My Little Pony Friendship is Magic What If?: Volume 2

Chapters

S1 E24: Owl's Well That Ends Well (What If?)
S2 E21: Dragon Quest (What If?)
S3 E9: Spike at Your Service (What If?)
S3 E11: Just For Sidekicks (What If?)
S4 E7: Bats! (What If?)
S4 E10: Rainbow Falls (What If?)
S4 E11: Three's A Crowd (What If?)
S4 E14: Filli Vanilli (What If?)
S4 E17: Somepony to Watch Over Me (What If?)
S1 E18: The Show Stoppers (What If?)
S3 E12: Games Ponies Play (What If?)

S1 E24: Owl's Well That Ends Well (What If?)

It was nighttime in Equestria, but tonight was going to be a very special night. A meteor shower was to take place in a little over an hour, and it was all anyone in Ponyville had been talking about for the past few days.

Nopony was more excited about this however, than Twilight Sparkle. Night after night she had found it hard to doze off, thoughts of the meteor shower kept her awake. Needless to say, Spike was relieved that the night of the meteor shower had finally arrived. Hopefully, after tonight he could get some peace and quiet for a change.

"This meteor shower tonight is going to be amazing!" Twilight said, unable to contain her enthusiasm.

"No kidding." Spike replied.

"You know, this shower only happens once every 100 years." Twilight went on, this fact had been what really got her interested in the meteor shower.

"I guess you can call it, a centennial celebration!" Spike added.

Twilight simply nodded "We better get a move on!"

"Don't wanna be late!" Spike agreed. He was pulling a wagon that was to be loaded up with supplies, suddenly he felt himself unable to maintain his balance and he began to wobble. "Whoa, whoa, whoa!" Fortunately, he was able to correct himself before it was too late, and when he did he let out a sigh of relief. "That was close." he said to himself.

"Spike, did you grab my quill and ink?" Twilight suddenly asked.

"Check!" Spike replied.

"Scrolls?" Twilight asked.

"Check!" Spike replied, then he said "I've also packed a telescope, apples, bananas, fruit punch, and my freshly baked homemade triple-decker nut-crazy vanilla cream cookies!"

Twilight couldn't help but giggle as Spike helped himself to one of the cookies, and got a few crumbs on his face. "I can see that. Once again you've read my mind, Spike. And that is why, you, are my number one assistant."

"I'm sorry. I didn't hear you." Spike replied, in reality he was only pretending.

Twilight decided to play along "That is why, you, are my number one assistant."

"Missed that! Huh...?" Spike said, once again pretending he hadn't heard.

"I said..." Twilight began, but she quickly stopped herself and giggled "Come on, let's get going."

"Sure thing." Spike replied.

Suddenly, Twilight remembered something "Wait! I almost forgot! I wanna bring the Astronomical Astronomer's Almanac to All Things Astronomy. Can you get it for me Spike?"

Spike was, needless to say, confused. "The Astronomo-lomo homono what?" he asked.

"You know that really old big blue book on stars, moons, planets, the universe...?" Twilight explained.

"Oh, right. Check!" Spike replied, and raced away to retrieve it. It didn't take long for him to find the book Twilight had mentioned, unfortunately the book was very old and very dusty. When Spike opened it up, a cloud of dust overwhelmed him. He soon felt the urge to sneeze, and he tried to resist. "Ah... Ahh... Ahhh... Ahhhh...!" he sighed when he felt he wasn't going to sneeze after all. But no sooner had he done that when he let out a huge sneeze. This caused him to shoot out flames from his mouth. When he opened the book up again, he was horrified to see that he had accidentally burned the pages to a crisp.

"Oh no! How am I gonna explain this to Twilight?" Spike thought nervously to himself.

To make matters worse, Twilight called "Spike, what's taking you so long?"

Spike began to panic, and in a fit of desperation he did something he would come to regret later. He placed the book back on the shelf. "What Twilight doesn't know won't hurt her." he thought to himself, and made his way back downstairs.

"I was sure I put the astronomer's guide back." Twilight said to Spike, as they made their way up to the top of a hill. From here, they would be able to get a good view of the meteor shower. "The book would have helped me identify different planets and stars tonight."

"Well... Maybe someone borrowed it?" Spike lied "Besides, you don't need that book. You can already name all the planets and stars, 'cause you're super smart and astronomically awesome!"

"Thanks, Spike. You're such a flatterer." Twilight complimented.

"Think nothing of it. It just goes to show how well I know you." Spike replied "We've been together for years, and I don't forsee that changing anytime soon."

"Very true. You're so close to me you might as well be family." Twilight said sweetly.

"My thoughts exactly." Spike replied, smiling all the while.

Rainbow Dash was munching on an apple, as she observed the heartwarming scene. "Wow, Twilight! You're lucky to have such a rad assistant." she said, in between bites of her apple. "I wish I had someone to do whatever I told them."

"Ooh! Ooh! Me! Me! Me!" Scootaloo said eagerly, jumping up and down "I'll do whatever you want, Rainbow Dash!"

"Oh yeah, pipsqueak?" Rainbow Dash asked, tossing an apple core to Scootaloo "How about taking out the trash?".

"Yes ma'am!" Scootaloo replied, eagerly snatching up the apple core in her mouth. Rainbow Dash was quite surprised to see that she'd actually followed through with the command.

"Do we have Spike to thank again for this amazing spread?" Rarity asked Twilight, Twilight nodded in reply. "Isn't he simply amazing?" Rarity said, making Spike blush.

"Oh, come on." Spike replied "It's all part of being an assistant."

"Little Spikey-wikey!" Pinkie Pie said sweetly, pating Spike's head with her hoof "Who knew that big ferocious dragon started off so cutesy wootsy?"

"I quite like that nickname." Rarity thought to herself "I'll have to ask Pinkie Pie if it's okay for me to borrow that term."

"Aw shucks." Spike said innocently, unable to keep himself from blushing once again.

"Spike, you are such a little star that I had to make a little bow tie for you." Rarity spoke up, using her magic to give Spike a bowtie with multicolored gem stones stiched into it.

"Gosh. You guys are embarrassing me. Stop it." Spike replied, blushing so profusely that it was impossible not to notice the bright shade of red on his face.

"Spike, that's enough." Twilight said seriously, she didn't want all of the attention to get into Spike's head.

"Oh, right. That's enough." Spike said, somewhat embarassed.

"Hey, everypony! The show is starting!" Sweetie Belle called. And indeed it was.

The meteor shower was an awe inspiring event. Apple Bloom and Sweetie Belle had a hard time seeing the shower, until their big sisters lifted them onto their backs. Scootaloo stood next to Rainbow Dash the entire time, enjoying every moment of being next to her idol.

Twilight and Spike enjoyed the shower as well, but Spike found it hard to stay awake. It wasn't long before he began to feel very sleepy.

"Mmm. Wow! These cookies are delish!" Pinkie Pie exclaimed, helping herself to some cookies after the shower had ended.

"Spike made them." Twilight replied "Speaking of which, Spike, can you bring us some punch?"

There was no reply.

"Spike?" Twilight called, again there was no reply. Then, suddenly Twilight heard what sounded like snoring. She looked down, and saw that Spike had fallen asleep in the empty punch bowl.

"Oh, poor little thing." Rarity said softly, though she had to admit he looked pretty cute while asleep.

"Aww... He's worked himself to the bone." Twilight added.

"And now the punch has been... 'spiked'!" Pinkie Pie chuckled. Everypony laughed.

Twilight quickly brought Spike home, taking great care not to wake him up. "Goodnight Spike." she said sweetly, as she tucked him into bed "Sweet dreams, little guy." Spike continued to snore.

"He truly is like family to me, I don't know what I'd do without him." Twilight thought to herself, as she made her way downstairs "He's been working so hard lately, I've got to find a way to make it up to him."

Twilight sat down at her desk, and by candlelight she began to write her report on the meteor shower. "The Study of Comets. Comets are small, irregularly shaped bodies that are made of non-volatile grains and frozen gases. They have body structures that are fragile and diverse. With a surrounding cloud of material called a coma, that grows in size and brightness as the comet approaches the sun." she said to herself, as she wrote down her report on a scroll.

The next morning, Spike was still asleep. It was obvious the events of last night had worn him out completely. Rather than try to wake him up, Twilight decided to let Spike sleep in. It was the least she could do after everything he'd done for her.

Twilight had just finished eating her breakfast, when there was a knock at the front door. "Strange, I wasn't expecting company." she said to herself "It's probably Pinkie Pie inviting me to another one of her parties. I'll just have to politely decline."

But when Twilight opened the door, she was greeted not with the sight of Pinkie Pie as she had been expecting. Instead, Fluttershy was the one standing out in the broad daylight. "Oh, hello Twilight. Sorry if I'm disturbing you." Fluttershy apologized.

"Oh don't be silly Fluttershy, you weren't disturbing me at all." Twilight replied "In fact, why don't you come on inside? It's been a while since we've talked."

"Are you sure? I wouldn't want to be a burden." Fluttershy said kindly.

"You won't be a burden at all." Twilight reassured Fluttershy, and quickly guided her inside. "Would you like something to eat?"

"Thanks, but I already ate breakfast." Fluttershy replied "And doesn't Spike usually do the cooking around here?"

"He does, but I figured he deserves a break after last night. He's still upstairs, sleeping." Twilight explained.

"Is he really?" Fluttershy asked.

"Yes, I don't think I've ever seen him sleep for so long before. And I should know, I helped raise him." Twilight replied.

"He's not use to being up late all the time, is he?" Fluttershy asked with concern.

"Not really. Then again, he is a baby dragon and he needs his rest." Twilight explained.

"You certainly seem to be concerned about his well being." Fluttershy noticed.

"Why shouldn't I be? Princess Celestia entrusted me with his care, I can't disappoint her. Besides, Spike has been a part of my life since the day I got my cutie mark." Twilight said seriously.

"I'm not saying it's a bad thing. In fact, I really appreciate how much you care about him, and I'm sure he does too." Fluttershy smiled.

"No kidding." Twilight replied, before sighing "But I feel kind of guilty."

"What do you mean?" Fluttershy asked.

"I've made him do so much work lately, and all I've really done to reward him is say thank you." Twilight admitted, sighing some more "I mean, you saw how Rarity gave him that bowtie. I haven't offered him anything even remotely close, outside of an occasional gem to snack on. I really want to do something for him that says 'Thanks for all your hard work. I really appreciate it'."

"Have you ever thought about giving him a day off?" Fluttershy suggested.

"I would love to, really." Twilight replied "But I can't. I know Spike wouldn't feel comfortable taking the day off, unless he knew I'd be fine on my own. Not to mention, the very next day he'd be reporting to work as usual as if nothing happened. I need something that will really show him how much I appreciate everything he's done. I just wish I knew that something was."

"Well, how often does Spike stay up late?" Fluttershy asked Twilight.

"Quite a lot I'm afraid." Twilight admitted "Unfortunately, such is the life of an assistant."

"Well, I think I know of something that could help." Fluttershy replied.

"Really? What is it?" Twilight asked.

"You know how I have a lot of animal friends?" Fluttershy began, Twilight nodded. "Well, I have so many of them that I'm unable to keep them all. Every so often, I look for ponies who I believe I can trust, and ask them if they want to take one of the animals into their home. That's how Pinkie Pie and Gummy first met."

"I see. I was wondering how Pinkie could obtain a pet baby alligator." Twilight replied.

"Anyway, I recently obtained a very unusual new animal friend." Fluttershy continued "It's an owl, but strangely enough it seems to be more active during the daytime than the nighttime."

"That's definitely not something you come across everyday." Twilight commented "So, I take it you want me to take said owl into my home?"

"Of course. If you don't mind that is." Fluttershy explained.

"Does the owl have a name?" Twilight asked.

"I haven't given him one yet." Fluttershy replied "You can name him whatever you want. But are you sure Spike will understand?"

"Of course I'm sure." Twilight said confidently, but she should've asked Spike what he thought before finalizing her decision.

Spike slept soundly for quite a while, but eventually he was awoken from his slumber by the rays of Celestia's sun. Yawning a little, he opened his eyes. "That was some meteor shower last night." he said to himself, then he looked at the clock on Twilight's dresser. "Oh no, I overslept! Oh, Twilight is gonna be so mad!" he gasped, and hurridly raced downstairs.

Twilight was already there, waiting for him. "Good morning Spike, nice to see you're finally awake." she said kindly.

Spike took no notice, he was too obeserved in the fact that he'd overslept. "Oh please don't be upset, Twilight!" he pleaded "And what do you want for breakfast? Oatmeal? How about a sunflower smoothie? Grass pancakes?"

"Spike, don't worry. I've already had breakfast." Twilight explained.

"But what about my morning chores?" Spike asked frantically.

"They've already been taken care of Spike, courtesy of Owlowiscious." Twilight replied.

"Who's Owlowiscious?" Spike asked, he had never heard of such a name before.

"He's the new junior assistant." Twilight explained "He's here to help lighten your workload by doing some of the chores you usually do."

Now Spike felt worried, he didn't like the sound of "junior assistant". "What do we even need a junior assistant for?" he asked "I can manage just fine on my own."

"Spike, don't worry. Owlowiscious is just here to help. In fact, he's in the library right now." Twilight smiled "Why don't you go introduce yourself to him?"

"Do I have to?" Spike asked, he really didn't want to meet this "Owlowiscious" if he could help it.

"Come on Spike, there's nothing to be afraid of. Owlowiscious won't hurt you." Twilight said firmly "Just go introduce yourself. I'm sure Owlowiscious will be glad to see you."

Spike gulped "Well, alright I guess." he said, and nervously headed over to where Twilight told him "Owlowiscious" would be waiting. "Hello?" he greeted nervously.

"Owlowiscious" slowly turned his head around to greet Spike. He had dark brown feathers on his head and wings, with lighter brown feathers on his body. "Hoo." he greeted.

"Uh, you must be Owlowiscious. My name is Spike, welcome to The Golden Oaks Library." Spike replied. Was it just him, or did the owl seem kind of creepy?

"Hoo." Owlowiscious said in reply.

"Yeah yeah, I know. Twilight says you're here to help." Spike said seriously "Well just so you know, I've been an assistant for far longer than you have. I've got senority, so don't get any ideas about trying to take my place!"

"Hoo?" Owlowiscious hooted, he seemed rather surprised.

"I'm not accusing you of anything, I just thought I'd let you know. I don't need competetion." Spike snorted.

"Hoo!" Owlowisicious said crossly, sounding very upset.

"Oh, sorry. Did I touch a nerve?" Spike asked sympathetically "I didn't mean to be so rude. I'm sure we'll get along just fine Owlowiscious."

"Hoo hoo!" Owlowiscious hooted happily.

"Glad you understand. I'd rather have you as a friend, than an enemy." Spike replied "Whadya say we shake on it?" And with that, he extended his left claw out.

Owlowiscious was confused "Hoo?" he asked.

"Just hold out your wing." Spike instructed.

Owlowiscious did so, and Spike showed him how to shake. After that, Owlowiscious turned his head back around to the front.

"Well, glad I don't have to worry about Fussy Feathers over there trying to steal my job." Spike said to himself "In a matter of time things will go back to normal, and I'll still be Twilight's number one assistant."

Unfortunately, it wasn't long before Owlowiscious began to make Spike feel jealous. It certainly didn't help that Twilight had appointed him "junior assistant" without asking Spike if he was okay with such a thing.

"Spike!" Twilight called one day "Can you fetch me that old book called Two Headed Mythlogical Mysteries?"

"I'm on it!" Spike replied, and went to retrieve a ladder.

"Spike!" Twilight called, as Spike began to climb up the ladder.

"Hold on Twilight, I've almost got it!" Spike said seriously, just then the ladder began to wobble. Spike found it hard just to keep his balance.

"Spike, come down from there before you hurt yourself!" Twilight pleaded, she was frantic. The ladder looked like it could give way at any second.

"Just give me a second Twilight!" Spike called back, ignoring the warning. "This will show that silly owl who's the number one assistant around here." he thought to himself. But he misjudged his last step, and by the time he realized this it was too late. As he was trying to regain his footing, the ladder collapsed. It hit the floor with a loud crash.

Twilight raced to the scene of disaster, a look of horror frozen on her face. "Oh please, please let him be okay." she thought nervously to herself.

Spike rose up with a loud growl, he was more angry than hurt. "Stupid ladder!" he snorted.

"Spike, are you okay?" Twilight asked.

"I've felt better, but I'll live." Spike replied "Nothing's broken."

"Oh good, you had me worried there for a moment." Twilight said, letting out a much needed sigh of relief "I tried to tell you Spike, Owlowiscious flew up and got the book for me. Thanks to him, you no longer have to climb up and down that ladder to retrieve books for me."

"Just great." Spike muttered, glaring at Owlowiscious.

The next day, Twilight was busy writing down some notes on a scroll. All of a sudden, there was a loud snap! "Aw shoot! That's the fifth time this month!" Twilight complained.

"What's wrong Twilight?" Spike asked. He had come running the moment he'd heard Twilight's groan of frustration.

"My last writing quill just broke." Twilight explained, holding up the broken quill to emphasize her point.

"Say no more Twilight, I'm on it!" Spike replied eagerly, and he began to search for a replacement quill. It wasn't long before he was causing a comotion.

"Hoo!" Owlowiscious complained, looking on at the scene with disapproval. Spike was making quite a mess, as he searched for a replacement quill.

"Come on, come on! Where do we keep those spare quills?!" Spike said to himself, looking in every drawer and under every table and bed. He searched high, he searched low, but no matter where he looked he failed to find a quill.

He was just about to set off into town, when Twilight grabbed him with her magic. "Spike, I appreciate your efforts but you're turning this whole place upside down."

"But what about the quill?" Spike asked.

"Owlowiscious was kind enough to give me one of his feathers to use." Twilight explained, holding the new quill up so she could show it to Spike. The new quill was brown instead of red, but otherwise it was exactly the same as the one before it.

This made Spike mad, and at last he lost patience. He was fed up with Owlowiscious constantly doing his job for him. "Well you know what, that's just great! Real nice of him to do that!" he said sarcastically "Now if you'll excuse me, I think I'll just get to work on cleaning up my mess! Or did Owlowiscious already take care of that too?!"

"Oh don't be silly Spike, you know the rules." Twilight said seriously "You make a mess, you clean it up."

"I know I know, far be it from that owl to take that away from me!" Spike complained.

"Now Spike, you know Owlowiscious isn't trying to replace you. He's only trying to help." Twilight replied.

"Whatever, I might as well get to work on cleaning up this place before Owlowiscious decides to do it for me." Spike said crossly, and he set to work. He grumbled all the way through, and when he was finished he was so worn out from being angry that he fell asleep almost at once. "Maybe I'm being a little too hard on Owlowiscious." he thought, just before he dozed off.

Spike was woken from his sleep by a loud thud. He opened his eyes to see something he had hoped he would never see again.

"Spike, do you know what this is?" Twilight asked, the stern look on her face made Spike feel incredibly uneasily.

"That's the Astronomical Astronomer's Almanac to All Things Astronomy." Spike said, then he gasped. He realized what was coming next.

"This is the very same book you said was missing, but Owlowiscious found it on the shelf just a short time ago. Right where it belongs, I might add." Twilight angrily told Spike "But that's not what I wanted to talk you about. Take a look at the inside, I'm sure you'll notice what the problem is."

Spike opened the book, and was greeted with the sight of the burnt pages. Now he knew for sure that he was in big trouble, he'd been caught red clawed.

"So, Spike. Is there something you'd like to explain?" Twilight asked crossly "How did the book get like this? Because I'm pretty sure it wasn't this way originally."

"Uh... well... I." Spike stuttered, the words he wanted to say died on his tongue.

"I'm waiting." Twilight said, glaring at Spike.

"Funny story actually." Spike said, laughing nervously "I... you know I would never do anything to intentionally cause trouble for you, right?"

"I know that, but that doesn't explain what happened!" Twilight said crossly "I don't have all day Spike! I want to know how this happened, and I want to know now!"

"I just didn't wanna disappoint you and, uh... Have you ever seen a dragon sneeze?" Spike asked.

"Well I've certainly seen a dragon lie." Twilight scolded "I'm very disappointed in you Spike. Haven't I told you before not to lie to me?"

"I thought you would be upset if I told you." Spike admitted, trying not to show how scared he was "I didn't mean for it to happen, it was an accident. I swear."

"Spike, I'm not mad that you burned that book." Twilight said seriously, looking Spike in the eye "I'm mad at the fact that rather than fess up, you lied to me. I trusted you, and you betrayed that trust by keeping this a secret from me!"

"Twilight, I'm sorry." Spike pleaded "I was gonna tell you eventually."

"You should've told me when it happened!" Twilight scolded "I probably would've been upset, but I would've understood. Instead, you lied to my face! And now that you've done so, how I can know for sure I can trust you?! How do I know you won't lie to me again?!"

"You don't trust me anymore?" Spike asked sadly.

"Not at the moment." Twilight explained "Maybe I should have Owlowiscious keep an eye on you from now, at least until you can prove to me that you've learned your lesson!"

At the mentioning of Owlowiscious, Spike snapped. "That is it! I have had with that owl!" he shouted.

"Spike, keep your voice down." Twilight said calmly.

"Why do you care?!" Spike complained "All you care about is that stupid owl! 'Owlowiscious did this.' 'Owlowiscious did that.' 'Owlowiscious already took care of that for me.' 'Owlowiscious is so helpful.' That's all I ever hear anymore! I'm sick of it!"

"You know that's not true Spike. How many times do I have to tell you that Owlowiscious isn't trying to take your place?" Twilight asked.

"Well apparently, he didn't get the message!" Spike said crossly "But it's not like it really matters, you just love having someone who you can boss around and tell what to do! First you did it with me, and now you're doing it with him."

"Spike, you know that I care about you." Twilight replied.

"Then why don't I believe you?!" Spike asked, folding his arms across his chest "Maybe it's because ever since that stupid Owlowiscious moved in, you've only cared about him! You claim that you care about me, but in reality you couldn't care less what I do. All that matters is who you can assert your authority over."

"Spike, if I did anything to upset you I'm sorry." Twilight apologized.

"Oh, now you're saying you're sorry? Well, sorry doesn't cut it!" Spike snorted.

"Spike please, I don't want to argue with you." Twilight insisted.

"Well it's too late for that! You just don't want me to pack up and run away because you want me to remain your servant." Spike replied, turning his head away "But I've already made up my mind. I'm gonna move in with somepony who actually appreciates me, and actually takes the time to thank me when I do her favors. I'm sure Rarity would love to have me as her new assistant."

"Spike, whatever has caused this disagreement, it doesn't have to end like this." Twilight pleaded "We can still work this out."

"What part of 'it's too late for that' don't you understand?" Spike said, refusing to turn his head around "My decision has been made, and there's nothing you can do to stop me."

Twilight began to panic. "What do I do? I can't lose him! I have to show him how much he really means to me, but how?!" she thought to herself. And then, an idea came to her.

Just as Spike was about to head up to his room and pack his things, he suddenly felt himself being embraced in a hug by Twilight. It felt surprisingly warm and comforting. Maybe, he'd been wrong. Perhaps, he had overreacted to the situation and lashed out. "No! I can't think like that! That's just what she wants me to believe!" he thought to himself.

"Look Spike, I know you're upset but you don't have to run away to prove a point." Twilight said softly, refusing to end the embrace "I care about you more than you realize. You're more than just my number one assistant."

"You're just saying that." Spike replied. But part of him was starting to believe that Twilight was being sincere.

"You're like a son to me Spike, always have and always will be." Twilight confessed "Ever since that fateful day when I hatched you, I knew you would be a part of my life. I'm sorry if I don't always show it, sometimes I get so wrapped up in my studies that I fail to notice how I'm treating you. That is wrong, I know that now more than ever."

"Are you saying, what I think you're saying?" Spike asked Twilight.

"I love you Spike, I love you like a mother loves her son." Twilight admitted, tears began to work their way down her cheeks "That's something that will never change, no matter what. Sometimes, you can make it hard to love you. But no matter what, you will always hold a special place in my heart. No one could ever replace you, even when you're being a jealous numbskull."

There was a long silence that followed Twilight's statement. Spike said nothing, he just sat there, taking in all the information he'd just recieved. Was it true? Did Twilight really mean all those things? Could he trust her?

Just as Twilight was about to leave, Spike called out "Wait, don't go."

"What is it Spike?" Twilight asked.

"I'm sorry." Spike apologized "I never should've been jealous of Owlowiscious. And I shouldn't have said what I did."

"I'm sorry too Spike. I should've been more sensitive." Twilight replied.

"But if you loved me so much, why did you make Owlowiscious a junior assistant without asking me how I felt?" Spike asked.

"That was a mistake, I should've taken your feelings into account." Twilight apologized, sighing "I got Owlowiscious so that you wouldn't have to constantly wear yourself out trying to help me. I thought you would appreciate having more free time."

"Well, why didn't you just tell me that in the first place?" Spike asked "We could've avoided the whole problem if you'd just told me."

"I thought you knew." Twilight admitted "I really should've double checked and made sure, but I was so observed in my studies that I thought I'd already told you. I know that doesn't make up for it, but I want you to know I didn't leave that fact out on purpose. So, despite all of what I didn't do, do you still forgive me?"

"What?" Spike asked.

"Do you forgive me?" Twilight repeated "I'll understand if you say no, I was a terrible mother."

"Don't you dare say that!" Spike said seriously "You're the best mother I could've asked for. Sure, you're not always perfect. But you've been there for me since day one. So, of course I forgive you. This whole mess was my fault, I should've told you how I was feeling much sooner. Instead, I kept it all inside, and I said things I wouldn't have said otherwise."

"We both said and did things we regret Spike." Twilight replied, embracing Spike in another hug "But I meant every last word when I said you were like a son to me."

"So, is it okay if I call you 'Mom'?" Spike asked, unable to keep himself from blushing.

"Of course Spike." Twilight smiled, kissing him on the forehead "That's my way of saying 'I'll always love you, no matter what'."

Owlowiscious had been watching the entire scene from his perch. It warmed his heart to see his owner and his best friend patching things up and sorting out their feelings for each other. "Hoo hoo!" he hooted happily.

"Owlowiscious, I'm sorry I got jealous of you. I should've known from the start that you weren't trying to steal my job." Spike apologized "Do you forgive me?"

"Hoo!" Owlowiscious said seriously.

"What?! Really?!" Spike asked.

"Hoo hoo!" Owlowiscious replied, Spike quickly figured out what he was trying to say.

"Oh. Well, I'm glad you forgive me." Spike said, letting out a sigh of relief "Don't scare me like that. You really had me going there for a moment."

"Hoo." Owlowiscious hooted, chuckling slightly.

"You know what Spike?" Twilight asked.

"What?" Spike replied.

"I think we both learned a very important lesson about friendship. And I'm sure Princess Celestia would be very happy to hear about it." Twilight explained "Why don't we write our letter to her, together?"

"You really think so?" Spike asked.

"Of course I do." Twilight nodded "Come on, let's get a scroll, some ink, and a quill."

A short time later, Spike and Twilight were busy writing their letter to Princess Celestia. When they had finished, the letter read as follows:

Dear Princess Celestia,

Sometimes, you may start to feel angry, or sad, or upset. And when that happens, you may not always know what to do.

It's important to remember that whenever something is troubling you, you don't have to keep it to yourself. You should tell someone you know you can trust what's bothering you, so they can help you.

Keeping everything bottled up inside won't help, it'll only make you feel worse. And when you eventually let everything out, you might say or do something that you normally wouldn't do. And then you'll feel really guilty.

In addition, there may be times when you feel like you're being taken for granted in some way, shape, or form.

If you feel like that's the case, you should speak up for yourself. Tell the one who's taking you for granted how you feel, and tell them why you don't like them treating you in that way. Chances are, a good friend will realize their mistake and apologize.

But most importantly, it's best not to jump to conclusions and assume things when you don't know the whole story. If you do, you're likely to make yourself look bad and accuse someone of being something they're not.

Or worse, you may get the wrong idea and try to make that someone look bad.

A good friend can come in many ways, shapes, or forms. But what seperates a good friend from a bad friend, is how they own up to their mistakes. A good friend will learn from his or her mistakes, while a bad friend will act like they've done nothing wrong.

Your faithful student,

Twilight Sparkle (and Spike, her number one assistant/son)

"Say Spike, how about I give you the day off from your duties tomorrow?" Twilight offered, after the letter had been sent "I'll spend time with you, doing whatever you want to do."

"Really?! You'd do that for me?!" Spike asked, deeply shocked.

"Of course I would Spike, it's the least I can do to make up for all those times I haven't treated you right." Twilight explained. "In fact, tomorrow I'll make breakfast for you. Would you like that?"

"That would be lovely!" Spike said happily "Thank you so much, mom."

"You're welcome Spike." Twilight smiled, and she and Spike hugged once again.

Author's Note

And so, we have come to the second rewrite. And the last Season 1 episode to be rewritten in this installment, now it's on to Season 2.

This also marks the start of the unholy trilogoy of Spike episodes, and the three staring him that most often end up on many people's worst episode lists.

This episode suffered from several problems, none the least of which was making Owlowiscious a Gary Stu, and turning the entire universe against Spike (and thinking it was justified). There's also a redundant scene that makes the mane six's affections look really petty (which is thankfully written out here), and Twilight flat out ignoring Spike even when he's clearly just trying to help.

Because of how bad this episode turned out in the show, it has tainted other Spike episodes by making his relationship with Twilight seem abusive. I know it wasn't intentional, but the implications are still there. Thankfully, those implications are removed in this rewrite.

Episodes to be rewritten:
~~The Show Stoppers~~
~~Owl's Well That Ends Well~~
Dragon Quest
Spike at Your Service
Just for Sidekicks
Games Ponies Play
Bats!
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me

S2 E21: Dragon Quest (What If?)

Twilight and Rainbow Dash had payed a visit to Fluttershy's cottage, they had some important news to share with her.

"You want to invite me to see The Great Dragon Migration?" Fluttershy asked "Oh my, I don't think I like the idea."

"Don't worry Fluttershy, you'll be safe. Applejack and Pinkie Pie have been working very hard to get a trench ready in time for the migration." Twilight explained "The dragons won't even know you're there."

"Besides, Applejack, Pinkie Pie, and Rarity are going to be there too. You're the only one missing out." Rainbow Dash added.

"I really don't like dragons, haven't I made that clear by now?" Fluttershy asked.

"We're well aware of that, but it's not like you'll be staring one straight in the face." Twilight replied. "I can even put up a protective barrier if that will make you feel safe."

"I don't know, what if one of the dragons does spot me?" Fluttershy said, panic begining to set in "I don't wanna get fried to a crisp!"

"I can assure you that won't happen." Twilight reassured Fluttershy.

"You'll be fine." Rainbow Dash added "There's nothing to be afraid of."

"I don't know." Fluttershy said uncertainly.

Rainbow Dash sighed "I really didn't want to have to do this." she said, and pulled out a photograph. It showed her with Fluttershy, watching a migrating flock of butterflies. Fluttershy seemed incredibly happy, as she obeserved the butterflies with her binoculars. But Rainbow Dash seemed a bit bored, though she was trying her best not to show it "I watched that Butterfly Migration with you a few weeks ago, and I wasn't a big fan of it. You owe me, Fluttershy."

Fluttershy sighed "I guess I don't have a choice. It would be pretty selfish of me to decline after you brought that up." she replied.

"So, does this mean you'll be there?" Twilight asked.

"Yes." Fluttershy nodded.

"You won't regret it, Fluttershy, this migration only happens once in a lifetime." Twilight said happily.

"Lucky me." Fluttershy muttered under her breath.

Applejack and Pinkie Pie were using shovels to dig a trench that would be big enough, and deep enough, to allow them and their friends to view the dragon migration without being roasted.

It was highly exhausting work, even by earth ponies standards, but at last they were finished.

"That should do it." Applejack said, putting down the shovel she'd been using.

"You think we dug it deep enough?" Pinkie Pie asked Applejack, as they eyed their creation. If they at all miscalculated, they could be putting themselves and their friends in danger.

"Of course we did, Pinkie." Applejack reassured Pinkie Pie "No dragon at all's gonna been able to torch us, not without crashin' into the ground that is!"

"That sounds a bit harsh don't you think?" Pinkie Pie asked.

"Maybe a little, but I meant no disrespect." Applejack replied "We did a pretty good job, all things considered. Now there's nothin' left to do but sit back and enjoy the show."

"Ooh! I'll be right back, I gotta go grab some popcorn!" Pinkie Pie smiled, and disappeared in a blur of pink. Applejack just smiled, Pinkie was just being her usual cheerful self.

Twilight, Fluttershy, and Rainbow Dash, arrived at the trench while Pinkie Pie was away. "Where did Pinkie disappear to? She better not have ditched us!" Rainbow Dash complained.

"Now Rainbow Dash, you know Pinkie Pie would never do something like that." Twilight said seriously.

"It's not nice to talk bad about ponies behind their backs, you wouldn't like it if we did it to you." Fluttershy added.

"You're right, I'm sorry." Rainbow Dash apologized "Don't know what came over me there."

Pinkie Pie returned a moment later, with bags of popcorn for everyone who wanted one. "It's my special Pie family brand of popcorn, my sisters taught me how to make it when I was just a filly." she explained.

Rarity arrived, looking rather unhappy with the camouflage outfit she was wearing for the ocassion. "Why oh why does camouflage have to be so drab all the time?" she complained "I don't even see what the point of wearing this silly thing is."

"It's so the dragons will have a harder time spottin' you, if you wore one of your more glamorus outfits, you'd stick out like a chocolate bar at a swimmin' pool." Applejack replied.

"But isn't the whole purpose of this trench to keep the dragons from seeing us?" Rarity asked.

"It doesn't matter how below ground you are, if you're wearing somethin' bright you'll be spotted in an instant." Applejack explained "So, you gonna actually get in the trench, or you gonna keep complanin' all day?"

"I'm coming, I'm coming. There's certainly no way I'm going to miss this once in a lifetime event." Rarity said reluctantly, and entered the trench to join the others.

Minutes ticked by, but nothing happened. Each of the mares had their eyes to the sky with ther binoculars, keeping an eye out for any sign of dragons. Still, they spotted nothing.

"Where are all the dragons?" Fluttershy asked "I assumed a dragon migration meant there'd be actual dragons."

"Do I look like I know?" Rainbow Dash shrugged "Ask Twilight, she's the one who found out such a thing from Princess Celestia."

"I don't know why the dragons haven't appeared." Twilight said crossly "This is suppose to be the spot, and Princess Celestia would've notified me if the path of the migration changed."

"You don't suppose we missed them, do you?" Pinkie Pie asked with great concern.

"I sure hope not, cause that would be a waste of valueable time." Applejack replied.

Suddenly, in the distance there came a tremendous roar. The mares recognized it in a heartbeat.

"The dragons are coming, the dragons are coming!" Rarity shouted, unable to contain her excitement.

"Rarity, keep it down or they'll spot us." Fluttershy whispered softly.

"Sorry." Rarity apologized.

A few seconds later, a massive group of dragons big and small alike passed overhead. Some had only one color of skin, while others had multicolored layers, or skin consisting of stripes and/or polka dots. The six mares obeserved the migration with their binoculars, they were incredibly impressed.

All except Rainbow Dash that was "That's not really exciting if you ask me, I think I'd consider that kind of lame." she admitted.

Apparently, one of the dragons had overheard her, because it swooped low. Applejack, Pinkie Pie, Twilight, Rarity, and Fluttershy ducked down, as the dragon spewed his firey breath, before flying back up to join the others.

Luckily, Rainbow Dash wasn't hurt. But her face was now covered in soot. "I suppose I asked for that one." she said weakly.

Applejack tried her hardest not to laugh "Whadya think of that move, Rainbow Dash? Ya still think dragons are lame?" she teased.

"Not anymore." Rainbow Dash replied "Now I'm starting to see just how powerful those dragons really are."

"Well it's about time." a familiar voice said smugly "Dragons aren't like ponies, and they certainly don't like being made fun of."

"Oh, there you are, Spike. I was wondering if you were going to show up." Twilight said, turning her attention away from the dragon migration. Ever since the incident with Owlowiscious, Twilight had started to learn how to take Spike's feelings more seriously. She was still a bit forgetful at times, but she was improving greatly every day. The fact that she had not experienced a break down since her visit from her future self certainly helped.

"Hope you all like refreshments, because I made muffins." Spike said with a smile, as he wheeled a mini cart loaded with muffins into the trench.

"Oh my, these muffins are probably some of the best I've ever tasted!" Rarity exclaimed when she had finished her muffin "Did you make these muffins yourself, Spikey Wikey?"

"I certainly did." Spike replied, his face blushing a bit at the fact that he'd just been complimented by Rarity.

"Why darling, you are turning the ever most adorable shade of red." Rarity commented, noticing the blush on Spike's face.

Spike said nothing, he really didn't know what he could say to Rarity without sounding like a total idiot.

"You know something, Spike, I'm mighty curious about somethin'." Applejack spoke up.

"What is it Applejack?" Spike asked.

"You seem to have quite a bit of appreciation for the dragons up there." Applejack explained "You wouldn't stop talkin' about them in the days leadin' up to this whole migration."

"Now that I think about it, I seem to recall you waking me up from my power naps with your enthusiasm." Rainbow Dash added.

"Not that there's anything wrong with that." Fluttershy said in defense.

"You must be really excited Spike, I know I would be." Pinkie Pie spoke up "After all this time, you finally get to see some other dragons. You should be happy."

To everyone's surprise, Spike simply said in reply "Sure, whatever." and sighed.

"Is something wrong, Spike?" Fluttershy asked.

"Did we say something wrong?" Rainbow Dash suggested.

"No, it's not that." Spike replied, sighing some more.

"Then what is it?" Rarity asked "What's got you acting so glum?"

"It's the dragons flyin' overhead, isn't it?" Applejack deduced.

"That's quite enough girls." Twilight said seriously "If Spike doesn't want to tell you, he doesn't have to. Spike doesn't stick his nose into your business, so you shouldn't be doing it to him."

"We're only trying to help, Twilight." Applejack said honestly.

"And I'm sure Spike appreciates that very much, but if he doesn't want to tell us, that's his right." Twilight replied.

"Thanks for sticking up for me Twilight, but it's not something I don't want to talk about." Spike spoke up.

"Are you sure about that, Spike? I don't want you to feel pressured because of our friends, not that I think they're doing it intentionally." Twilight asked Spike.

"I appreciate you caring about my feelings, but I don't need you to pick my battles for me. I'm a growing dragon, and I can talk about what I want to talk about, when I feel like it." Spike said seriously "These girls are my friends, and they have a right to know what's troubling me. You said it yourself, some secrets aren't worth keeping."

"Well, you're right Spike." Twilight reluctantly agreed "If you really want to talk about it, then who am I to stop you?"

"So, are you gonna tell us, or are we just gonna sit around here talking about it?!" Rainbow Dash asked crossly, she was starting to get a little bit impatient.

"Applejack is right, my problem is with the dragons flying overhead." Spike confessed.

"I had a feelin' that was the case." Applejack replied "But why are you so worried about them?"

"I'm not worried about them." Spike explained "It's who I am that's causing the problem."

"What's wrong with who you are?" Fluttershy asked innocently.

"You're perfect the way you are, Spike." Rarity said kindly "Why just look at you, you have the cutest widdle pair of chubby cheeks."

"Stop it, you're embarassing me! Seriously!" Spike complained, as Rarity pinched his cheeks with her hooves.

"Rarity has a point, Spike." Pinkie Pie commented "You're perfectly fine as you are. Why would you want to be anyone else? You're a one of a kind, no matter who or what you might be."

"I know that." Spike said with a sigh "It's just, well, look at those dragons up there. They all have wings, they can all breath fire that's really strong and can melt rocks, and I'm just small, and insignificant. My claws are only good for digging up gems, my fire breath almost never gets used for anything except cooking, and the only way I can grow big, is if I start hording stuff and turn into a raging monster. I know I'm just a baby dragon, but I really don't feel like I'm an actual dragon."

"You are a real dragon, Spike, you don't have to have wings or a super powerful flame breath to feel important." Rainbow Dash said kindly "Take it from me, you'll never be proud of yourself if you compare yourself to someone you don't even know anything about."

"That's easy for you to say, you've got a promising future as a possible Wonderbolt." Spike replied.

"But do you actually know anythin' about dragons?" Applejack asked Spike "For all you know, you might be more like other dragons than you think."

"To tell you the truth, I don't know anything at all." Spike admitted "I really wish I did, because right now I'm certainly not feeling like other dragons." And with that, Spike turned around and trundeled saddly.

"Now look what you've done!" Twilight said crossly "You made Spike upset!"

"Don't blame on it me, I didn't say anythin' insultin'." Applejack snorted "You've known Spike for longer than anypony else, except maybe for Princess Celestia. So you should be the one to talk to him about this."

"Perhaps I will, when I feel like he's in the mood to talk about it." Twilight replied "I can't really help him that much, there's not much information about dragons. Only a few ponies have ever actually studied them."

"Well, surely there must be something in the library that could help." Fluttershy suggested.

"If there, I haven't found it yet." Twilight concluded. It really pained her to think, that all this time Spike was looking for answers that she could've provided.

If Twilight had any doubts about whether or not Spike would continue to obess over how little of a dragon he thought he was, were erased that very night.

Spike tried his best, but he found it hard to sleep. Question after question kept him awake. "Who am I? What am I?" he asked himself "Where am I from? What am I supposed to be? Why can't I get these questions out of my mind?"

Twilight was incredibly considerate of Spike's concerns, but she herself was trying to sleep, and Spike was preventing it with his questions. "I told you before, I don't know!" she said to Spike, trying not to sound too cross. She didn't want a repeat of the Owlowiscious incident. "For the last time, Spike, you were given to me as an egg. I don't know who found you or where they found you. Princess Celestia says you were abandoned as an egg, and they found no trace of your parents. Nopony knows who they were, what happened to them, or why they abandoned you. That's all I have to offer."

"Seriously? That's all you know?" Spike complained, getting out of his bed.

"I'm sorry, Spike." Twilight apologized "I really wish I could provide you with the answers you seek. But I vowed never to touch time travel again after what happened with Future Twilight."

"That doesn't tell me anything about who I am!" Spike said angrily, and he went to go use the bathroom. When he was finished, he looked at himself in the bathroom mirror. Twilight could overhear every bit of what he was saying. "I need answers! I feel like I'm... I'm looking at a complete stranger."

Twilight sighed "Oh, Spike." Then, she remembered what Fluttershy had suggested during the migration "Tell you what, why don't we do some late-night research? See what we can find out."

"Really? You'd do that for me?" Spike asked, incredibly surprised.

"Of course! I'm sure we can find something. It's the least I can do, considering you are my son." Twilight said sweetly "Come on, let's see what sort of information we can discover."

That seemed to brighten Spike's mood, and he and Twilight quickly set to work searching the library (with help from Owlowiscious of course).

Unfortunately, what information they managed to find out did nothing to satisfy Spike's curiosity. And even after Twilight decided that it was best to call it a night and get some sleep, Spike was still very unhappy. He felt just as bad next morning, which did not go unnoticed by Twilight. "How is it that we've searched through all these books, and there's still nothing about dragons that can answer my questions?" he complained.

"I don't know Spike." Twilight replied "There are many different kinds of dragons, and ponies have been trying their best to conduct research on them. But hardly anyone knows where the dragon populations live, and the dragons don't seem to take too kindly to strangers on their native lands."

"Well that's just great." Spike said sadly "I'm even more confused now then when these questions first popped up."

"Maybe we can pay another visit to the Canterlot Archives, maybe they'll know something we don't." Twilight suggested.

"I doubt it." Spike muttered glumly, a tear came into his eye "I wonder if dragons cry..."

This made Twilight feel really bad, she wanted to cry more than anything. She had failed to provide Spike with the answers he so desperately wanted. "Some mother I'm turning out to be." she thought to herself. "Spike, please don't cry. You're gonna make me cry as well." she said to Spike.

"It's okay, Twilight. I'm gonna discover who I am if it's the last thing I do!" Spike said, his mood suddenly changing from sad and miserable, to bold and confident.

Just then, there was a knock at the front door. Twilight went to go answer it, and when she opened it, in walked her friends.

"Yoo-hoo!" Pinkie Pie greeted.

"Hey you two, what's up?" Rainbow Dash asked.

"Nothing much, just some late night research." Twilight explained "Sorry about the mess."

"Did ya manage to find out anythin'?" Applejack asked.

"I'm afraid not." Twilight admitted.

"Oh dear, I hope Spike isn't too upset." Fluttershy said kindly.

"Is he feeling better?" Rarity asked anxiously.

"Maybe a little." Twilight replied "I just wish I could answer his questions, that's what he wants more than anything right now."

"I'm sorry to hear that." Rainbow Dash said honestly. She was starting to wonder if perhaps she should've cut down on how often she'd pranked Spike in recent weeks.

"You wanna join us for breakfast?" Pinkie Pie offered "A good breakfast should be just the thing to turn those frowns, upside down."

"That sounds great. I'm famished." Twilight smiled.

"Count me out. I've gotta get an early start!" Spike said suddenly, packing his things into a small bundle attached to a stick.

Twilight and the other girls were surprised. "An early start?" Fluttershy asked nervously.

"Yes! I'm going on a quest of self-discovery!" Spike replied confidently "I've decided that I need to learn for myself what it means to be a dragon! And the only way I'm gonna do that, is by joining the dragon migration!"

"What?!" the girls all gasped at once. They were shocked and could not believe what they'd just heard. Spike wasn't serious, or was he?

"Spike, that's nonsense talk!" Applejack said seriously.

"Applejack has a point, those dragons mean serious business. They're big, and tough, and scary..." Rainbow Dash added.

"And I'm small, and meek, that's what you're going to say isn't it?" Spike asked crossly.

"I wasn't gonna say that at all!" Rainbow Dash said furiously "All I'm saying is, you could get hurt. Do you have any idea what you're getting into?"

"Big words coming from the mare who charged head first into a fight with a dragon, and got her tail kicked pretty badly." Spike said, brushing off Rainbow Dash's concerns.

"He has a point there." Fluttershy agreed. Rainbow Dash pretended she hadn't heard.

"Darling, this time I really do have to agree with Rainbow Dash." Rarity said, addressing her concerns "I don't want those dragons to hurt you. You mean the world to all of us, how do you think we'd feel if you went off on this quest and got hurt?"

"You should listen to Rarity, she speaks for all of us." Pinkie Pie nodded, a rare sense of urgency creeping into her voice "You've never been anywhere outside of Ponyville, except the ocassional trip to Canterlot. There are a lot of scary places you could run into, not to mention unfriendly folks. How can you be sure you'll survive? And what about Twilight, don't you think you'll be breaking her heart by leaving her like this?"

Spike listened to the concerns of each of his friends, then he said "I appreciate you all looking out for me, but I've made up my mind. There's nothing you can do to make me change it. I'm leaving, and I'm not coming back until I have the answers."

"Uh-oh!" Fluttershy gasped.

"Quick, do something!" Rarity pleaded "Stop him before it's too late!"

Rainbow Dash quickly flew over and grabbed Spike's bundle, she refused to let go.

"Hey! Give it back!" Spike protested, tugging harder and harder on the stick the bundle was attached to. Rainbow Dash refused to budge.

Suddenly, Twilight shouted "Hold it!" and grabbed Rainbow Dash with her magic. Spike wasn't expecting Rainbow Dash to suddenly let go, and he was briefly flung forward. Fortunately, he wasn't hurt.

Rainbow Dash, on the other hoof, was cross "What the hay, Twilight?! Why did you stop me?!" she complained "Don't tell me you think he should go!"

To everyone's surprise Twilight said "Yes."

"But why?" Rainbow Dash asked.

"There comes a time in every mother's life, when she must let her children leave the house and venture out into the world on their own." Twilight explained, trying her best to keep a smile upon her face and tears out of her eyes "I couldn't provide Spike with the answers he deserves, I believe he has to discover them for himself. That's what I truly believe he should go on this quest. The time has come for him to find out for himself what kind of dragon he is, and we have no right to stop him."

"I suppose that's true." Rarity reluctantly agreed "I'm gonna miss seeing you around, Spikey Wikey. You've truly been a gentlecolt, and more of a prince than that obnoxious Blueblood."

"It's too bad I can't exactly throw you a going away party." Pinkie Pie said seriously "Make sure to write to us as often as possible."

"If you ever do return, make sure to tell us everything." Fluttershy added "It's really brave of you to do this."

"I still say you're nutty, but hey, I've done lots of nutty things." Rainbow Dash admitted.

"We're all gonna miss you, Spike, Ponyville won't be the same without you." Applejack said honestly.

"Well then, I guess this is goodbye, Spike. We can't wait to hear about it when you return." Twilight said, smiling despite the tears that were starting to form in her eyes.

"We hope your quest answers those 'Who am I?' questions you have." Rainbow Dash added.

"Thanks, everypony. I know it will. And I'm gonna miss all of you." Spike replied, and with those words he set off on his quest. His friends waved and shouted, until he was out of sight.

"I miss him already." Twilight admitted, the tears already streaming down "But at the same time, I'm so happy for him."

"I know how you feel." Rarity replied, putting a hoof around Twilight's shoulder "Why don't we head to breakfast and try our best to move on, it's what Spike would want." Everyone, reluctantly agreed.

A part inside of him told him he was wrong, that he was risking everything on a futile quest that would likely get him killed. But Spike had made up his mind, it was too late for him to turn back. "I have to see this through to the end." he thought to himself.

He traveled for a very long time, resting only periodically. Outside of a river raft ride from Cranky Doodle Donkey, Spike was out of contact with the rest of Equestria. It felt pretty lonely, to be so far away from the town he'd called home for the better half of two years now. But he was determined to get the answers his heart desired, and that abmition was enough to keep him going as the weeks passed.

At long last, he reached a small volcanic like crater with bubbling lava. Piles of gems lay everywhere, and the smell of smoke was almost overwhelming. This was it, the lands of The Dragon Kingdom. Though it was far from glorious, it was obvious that the dragons called it home.

As Spike approached the outskirts, he saw a sign that made his skin crawl. The sign read: You Are Trespassing On The Lands of The Dragon Kingdom. If you are not a dragon, turn back now if you wish to return home unharmed. From this point onwards, only dragons may enter. All outsiders will be attacked on sight. Sincerely, King Drake IV.

"Pretty spooky isn't it?" an unfamiliar voice asked.

Spike spun around, and his eyes beheld a site he had never seen before. There stood a dragon about his height, but whereas Spike was purple skin with emerald green scales, this dragon had a skin that was bright pink with scales a firey red in color. Her eyes were an innocent blue, or at least they seemed to be innocent.

"Who are you?" Spike asked the dragon.

"Not that it's any of your business or anything, but my name is Barb." the pink dragon replied "I must say, you seem a bit younger than most dragons I've seen these days."

"Nice to meet you, Barb." Spike greeted. Barb's tone made him feel really uncomfortable and nervous, it sounded like she was angry.

"Are you a baby dragon as well?" Barb asked, glaring supsiciously at Spike.

"Why... yes. But how did you know that?" Spike replied, he suddenly felt like a bug under a microscope. He felt ready to burst into a cold sweat at any moment.

"When you've lived the lifestyle I've lived you pick up on certain things." Barb explained vaugely. For some reason, Spike felt like she wasn't telling him the whole truth. But what could she possibly be trying to hide?

"I see." Spike said nervously "I'm Spike, I'm from Ponyville."

"Ponyville? That's a first." Barb said, her tone remaining serious and doubtful "So, what's a baby dragon like you, doing in a place like this?"

Spike decided it was no use trying to lie "I've come to learn what it means to be a dragon." he told Barb.

"Well, you've come to the right place." Barb said, her frown slowly morphing into something that seemed to resemble a smile. "I should warn you though, some of the dragons here don't take kindly to newcomers from pony inhabited towns. They don't trust anything to do with ponies."

"What's wrong with ponies? Some of my best friends happen to be ponies." Spike replied seriously.

"I don't think there's anything wrong with them, but others would love to disagree." Barb explained "If they find out you're friends with ponies, they could cast you out. Or they might challenge you to a duel to defend your honor, and they'll go to extreme lengths to make you lose."

"Just what do the dragons have against ponies in the first place?" Spike asked.

"No one knows, and no one will talk about it." Barb told Spike "So take my advice. If you want to fit around here, you've got to forget about your pony friends."

"Forget about them?! Never!" Spike said furiously.

"It's for your own good, just trust me." Barb replied "I don't like it much either, but it's how things are around here. If you've got a problem with that, then I suggest you leave now."

"No way, I came all this way for a reason. I'm not leaving until I have the answers I want!" Spike protested. He hadn't set out on this journey, just to turn around and leave upon reaching his destination.

Barb shrugged "Suit yourself, but I warned you. Don't blame me if you run into trouble."

"I won't!" Spike snorted, he wasn't sure why but he didn't like being told off by Barb. Her attitude was rubbing him the wrong way, and he didn't like it at all.

"Glad to hear that." Barb said, her face once again displaying what seemed to be a smile. But it only lasted for a moment, when Barb suddenly realized something.

"What's the matter?" Spike asked.

"I've got to get back home, if I don't my dad is going to kill me!" Barb exclaimed "He hates it when I stay out too late! It was nice talking to you!"

"Wait!" Spike called, as Barb turned to leave.

"What do you want?!" Barb asked "Can't you see I'm in a hurry?!"

"I just wanted to know, will I ever see you again?" Spike replied.

"Maybe." Barb answered "Now, I've got to go!" And with that, she took off again. Within seconds she had disappeared.

"Just what was up with Barb?" Spike thought to himself "Why is her dad so worried about her staying out too late? She didn't seem to be doing anything bad."

Spike quickly pushed those thoughts to the back of his head. He'd come here to learn what it meant to be a dragon, he couldn't let anything distract him.

As he made his way deeper and deeper into the crater, Spike looked around. Most of the dragons he saw were fully grown adult ones, and whenever he tried to approach them they would roar really loudly. Spike quickly learned that roaring was their way of telling others to stay away. The few friendly adult dragons he talked to couldn't answer his questions at all. They were too busy guarding their hoards as if their life depened on it, or knew only bits and pieces of information that were of no use to Spike.

So it was that Spike's first day of searching in the Dragon Kingdom, turned up nothing. Spike was lucky just to discover a small, unoccupied cave, for him to sleep in. As he drifted off into an uncomfortable sleep, he found his thoughts drifting back to his friends in Ponyville. "I wonder if they even miss me?" he thought unhappily to himself.

He had no way of knowing that his friends in Ponyville were thinking of him all the time. They never said anything directly to each other, but everyone could tell they were not the same. It was hard to notice, but there were some changes that weren't too difficult to spot. Pinkie Pie's usual spring in her step seemed a bit less joyful, Rarity seemed to be a little bit more distracted and uninterested in fashion, Rainbow Dash wasn't performing as many stunts or tricks, Fluttershy wasn't talking to her animal friends as often, even Applejack found it harder to concentrate on her farm work.

But no one took Spike's abscence harder than Twilight. Without Spike, Golden Oaks Library felt empty and lonely. Owlowiscious was still around, and he tried his best to help, but he couldn't fill the hole in Twilight's heart that had been in place since Spike left. She kept telling herself it was for the best, and that it was selfish of her to want Spike back, but it didn't make her feel any better. "Oh Spike, I never thought I'd miss you so much." she thought sadly "I can only hope you're happy out there, and that you've found the answers you're looking for."

Spike woke up the next morning, and for a moment he forgot where he was. "Oh man, Owlowiscious, I had the weirdest dream last night." he said, expecting to hear Owlowiscious reply with his trademark "Hoo." But there was no reply, and Spike quickly remembered that he was in the Dragon Kingdom, searching for answers.

"Well, no point hanging around in this cave." he said to himself "The answers aren't going to come to me by themselves."

"And so when the pony isn't looking, I set his tail on fire and the pony asks 'What's burning?". And you wanna know what I told him?" a dragon boasted to his friends. Spike overheard this, and when he looked ahead he could see a red skined teenage dragon talking to a group of other teenage dragons.

"What?" a teenage dragon with purple skin asked.

"I told him 'You are.' And the pony screamed, and ran off to go douse his tail in a lake." the red teenage dragon told the others "Man, you should've seen the look on his face when he realized I was the one who did it."

The other teenage dragons laughed, apparently they took great delight in the misfortune of ponies. "That's a good one. But wait until you hear this." a bulky teenage dragon with brown skin and purple scales said in between laughs "So, a pony, a zebra, and a donkey, walk into a store. And the shopkeeper asks 'Why the long faces?'."

"These guys are real jerks." Spike thought to himself, observing the teenage dragons from behind a rock. "There's no way they know what it's like to be a dragon. I'd better get out of here, maybe that Barb girl from yesterday will have the answers." But as Spike turned to walk away, he didn't notice a small pebble laying on the path. Said pebble caused him to trip, and tumble down the path, right into the red teenage dragon that been boasting to the others just a few seconds ago.

The red teenage dragon was anything but pleased by Spike rudely bumping into him. "What's the matter with you?!" he said angrily "I'm minding my own business, and then all of a sudden you have the nerve to come butting in and interrupt me!"

"I-I'm v-very sorry s-sir." Spike apologized "I just tripped on a pebble and-"

"You think I'm some kind of idiot or something?" the red teenage dragon interrupted "You did that on purpose!"

"Huh? No I didn't!" Spike protested.

"Sure looked that way to me." the purple teenage replied "You've got some nerve doing that to our pack leader. Didn't anyone ever teach you anything about the pecking order?"

"Pecking order?" Spike asked "What the hay is that?"

"Hay? We don't use that kind of language around here." the "pack leader" glared.

"Why not?" Spike asked innocently "There's nothing wrong with it, right?"

"You're not from around these parts, are you?" the brown teenage dragon asked suspiciously.

"What do you mean? Is there something wrong with me?" Spike replied nervously. Why had almost every dragon he'd met so far been so hostile towards him? Was this some sort of habit for dragons that he wasn't aware of?

"Mind telling us just where you come from?" the "pack leader" asked Spike.

"Ponyville of course." Spike replied without hestiation. The teenage dragons were shocked.

"Ponyville huh, that explains so much. I knew there was something vaguely ponyish about you, but I couldn't put my claw on it." The "pack leader" said crossly, this caused all of the dragons to glare angrily at Spike.

"What's wrong with ponies?" Spike asked, just then he remembered what Barb had told him yesterday. "I mean, whoever said I was friends with ponies? Just because I'm from Ponyville doesn't mean I hang out with ponies."

"Maybe." the "gang leader" replied, scratching his chin with his claw "Or maybe, you're a pony in a dragon costume!"

"What?! That's crazy!" Spike protested. But the teenage dragons didn't care, they laughed and laughed.

"A pony in a dragon costume, that's a good one Garble." the purple teenage dragon said, before he went on laughing even harder.

"I've got to remember that insult the next time some hotshot thinks they can upstage me." the brown teenage dragon chimed in.

"Stop it! Stop laughing at me!" Spike shouted at the top of his lungs.

"You know guys, the newbie's right." "Garble" suddenly spoke up, interrupting the teasing "Maybe we should take it easy on him. Otherwise, he might fly away. Or at least he would, if he had any wings."

This prompted a new round of teasing and laughing that made Spike even more mad than before. "I said, stop laughing at me!" Spike pleaded, his pleas fell on deaf ears as the relentless teasing continued.

"What'cha gonna do now newbie?" the purple dragon teased "You gonna go cry to 'mommy' so she can kiss your 'boo-boos'?"

"I'll bet he still sucks his claw at night." a white teenage dragon added.

"Yeah, he probably sucks his claw all the time." the brown teenage dragon replied.

"I don't suck my claw anymore, I swear." Spike protested "And will you guys stop calling me newbie?! I have a name you know!"

"Oh really, and what is it?!" "Garble" asked.

"It's Spike!" Spike said proudly, expecting the teasing and insulting to stop. It didn't, it just kept on going.

"Spike, what kind of a namby pamby name for a dragon is that?" "Garble" teased.

"A pony name obviously." the purple teenage dragon suggested "Only ponies could come up with such a namby pamby name for one of our own."

"Its not namby pamby!" Spike protested. But the teenage dragons didn't care.

"Just go away Spike, you don't belong here!" "Garble" said furiously "You're not a real dragon at all, you're just a hatchling."

"But I-" Spike pleaded.

"You heard him, just go!" the purple teenage ordered "And don't let us catch you hanging around this place, you bring shame to our entire species."

Spike didn't need to be told twice, he quickly turned around and ran off. Unfortunately, he forgot to pay attention to where he was running.

The teenage dragons noticed he was heading straight for a lava pool. Now, dragons were normally immune to anything fire related, but the impact could still be painful if it was hard enough. At the rate Spike was running, he would belly flop right into the pool.

But rather then say anything to Spike, they simply let him keep running. "Let's see just how tough this so called 'Spike' really is." "Garble" whispered to the other teenage dragons.

Spike barely even noticed until too late where he was headed, he hit the lava pool with a loud smack. The teenage dragons winced, as Spike sank into the depths of the lava. "Well, guess he was just a pony in a dragon costume after all." "Garble" remarked.

But suddenly, bubbles began to form in the lava pool. And they weren't the usual bubbles that formed, popped, and then formed again. "Look!" the white teenage dragon gasped.

Spike slowly rose back to the surface, and he seemed completely unharmed. The other dragons were amazed, no one had ever attempted a belly flop like that before.

Spike suddenly took notice of the teenage dragons looking at him. "What?" he asked "Why are you looking at me like that?"

"What you just did back there, was pretty cool." "Garble" explained "No one's ever shrugged off a belly flop into the lava pool like it was nothing."

"It really was nothing. In fact, it felt kind of good." Spike replied "I've never had a lava bath before."

"A shame really, you're missing out on a world of fun." the brown teenage dragon said, then he turned to "Garble". "What do you think Garble?" he asked "Think we were wrong about him?"

"I think so." "Garble" whispered in reply "I really hate to admit it, but he's actually got some skill. He might just be a true dragon after all, with a little bit of encouragement from us of course."

"So, what should we do with him?" the purple teenage dragon asked "We can't just ask him to leave after such an amazing display of strength."

The teenage dragons whispered among themselves for a while, but not before they told Spike to give them a minute so they could rediscuss his fate. All Spike could do was wait anxiously, and wonder what they might be talking about. "Why are they being so secretive?" he wondered "Just what are they talking about that they don't want me to know?"

Spike waited and waited. At last, the teenage dragons approached him. "We've been talking it over Spike, and we've come to this conclusion." "Garble" said seriously. "We've decided... that we were wrong to cast you out earlier. If you stick with us, we'll show you the side of life you never knew you wanted, until now."

"Does this mean I'll get some answers as to what it means to be a real dragon?" Spike asked.

"Huh? Oh, yeah, whatever, we can do that." "Garble" replied "But first, I don't think we've been properly introduced. My name's Garble."

"Nice to meet you Garble." Spike smiled, shaking Garble's claw.

"Now then, first thing's first, we've got to give you a new name." Garble said seriously "Spike is a pony name, and no dragon in this kingdom is going to have a pony name. We don't need another 'Crackle' in our group."

"Who's 'Crackle'?" Spike asked.

"That big, ugly, green dragon over there with gems stuck in his skin." Garble explained, pointing a claw to the dragon he'd just described. Crackle let out what sounded like some kind of growl.

"Oh, I see." Spike replied. Apparently, Crackle was some kind of outcast, at least to the teenage dragons.

A short time later, a ceremony was conducted by the teenage dragons to welcome their newest member. Garble started off the procedures "By the power invested in me, I hereby dub this newcomer 'Rookie Dragon'!"

All the teenage dragons cheered.

"I will now perform the initation ritual." Garble went on, and let out a roar. This was a signal for all of the other teenage dragons to do the same. They did so without hestiation.

Spike felt fairly proud. These teenage dragons had gone from shunning him, to welcoming him, in a very short span of time. Not only that, but they had promised to teach him what it meant to be a real dragon. But he already had reason to be wary of them, he could only hope that they didn't hate ponies as much as he thought they did.

"Okay everyone, let's party!" Garble shouted at the top of his lungs. The other teeange dragons cheered, and began to roar even more.

The party lasted for quite a while. Spike had never enjoyed so many different gems before in his life, if this is what it meant to be a real dragon he was already enjoying himself.

But eating gems and lounging around weren't the only things dragons like to do at parties, as Spike soon found out. They also liked to play games like tail wrestling and King of The Hoard. Spike took part in them, but he found himself out matched by the more powerful teenage dragons.

"You know something, Rookie?" Garble asked Spike when the party was over.

"What?" Spike replied.

"For being from Ponyville, you're not half bad. You kind of remind me of myself when I was your age." Garble explained "I was about as young as you were when I set off on my first migration, and that's when I learned what it's like to be a true dragon."

"It's amazing, I've been missing out on a lot!" Spike said happily "At this rate, I don't know if I'll ever go back to Ponyville!"

"I sure hope you don't go back." Garble smiled "There's still a lot you have to learn about when it comes to being a dragon. We don't just like to party hard and show off."

"So, what else do dragons like to do?" Spike asked Garble.

"We go out on raids of course." Garble replied, and he turned to the teenage dragons "Okay guys, you ready for some real fun? We're gonna go out and raid a phoenix nest."

"Sweet." the purple teenage dragon cheered "I call dibs on smashing the eggs!"

"Save some for me!" the white teenage dragon shouted.

"And me!" the brown teenage dragon added.

"What about you, Rookie? You coming or what?" Garble asked Spike.

Spike was horrified, these dragons were about to go out and attack innocent life forms. Was this part of being a dragon as well? If so, he wanted nothing to do with it. "Come on, Spike, you've got to think of a way to get out of this." he thought nervously to himself.

"Yo, rookie! I asked you a question!" Garble said, impatiently tapping his foot.

"I'd really love to guys, honest." Spike said nervously, thinking up an excuse "But I think I ate too many gemstones during the celebration. If I go with you guys, I'll just slow you down."

There was a tense silence for a few moments, during which Garble seemed to glare at Spike. Spike said nothing, he just tried his best to look like his story was true.

At last, Garble sighed and said "Fine, we'll go off on our own. But I tell ya, Rookie, you'll be missing out on the most fun you've ever had."

"I'm sure I am, now get going." Spike encouraged "I'll just, go lay down for a little while."

"See you when we get back rookie." Garble replied, and turned to the other teenage dragons "Come on guys, it'll be nighttime soon. If we wanna get the phoenix eggs we've got to move fast!" And with a flap of their wings, they took to the skies and disappeared over the horizon.

Spike breathed a sigh of relief. "They fell for it." he thought to himself "Now I just need to slip away. If this is what it means to be a real dragon, I'm better off living with Twilight." He returned to his cave, and set to work on packing his things. As he did so, he eyed a picture of himself with all of Twilight's friends that he had placed into his sack. The picture had been taken just before Twilight's birthday, and everyone was happy. Spike was the happiest of all, he'd saved up his allowance and had bought Twilight a small present.

Looking at the picture now, Spike was starting to realize that in his quest for answers he had ignored the friends who had been more of a family to him than anyone else. "Why was I so ashamed of living with them?" Spike asked himself, as he looked at the picture "They were all so nice to me, and I dumped them to go off on this quest for answers. Some kind of friend I was."

Deciding that it would be better to rest, and get a start on his journey back home in the morning, Spike went unhappily to sleep in his cave. The next morning Spike was awoken by a familiar female voice.

"Leave me alone!" Barb shouted "I'm gonna tell my daddy on you!"

"Hey guys, you hear that? The wittwe baby's gonna teww her daddy on us." Garble teased "Oh, we're so scared."

"I'm serious!" Barb said in her high pitched voice. Unfortunately, this didn't help the teeange dragons take her anymore serious then they did before.

"You didn't really think you could hide anything from us, did you?" the purple teenage dragon asked crossly.

"Give us back that egg you little thief!" the white teenage dragon demanded.

"Never!" Barb protested.

"That wasn't a request young lady, that was an order!" the brown teenage said angrily "You should respect your elders!"

Barb said nothing, she simply blew a raspberry at the teenage dragons, all the while clutching a phoenix egg firmly in her claws.

"How dare you! Didn't your dad teach you any manners?!" the brown teenage dragon snapped.

"I could ask the same of you." Barb teased "You guys give our race a bad name, you should be ashamed of yourselves!"

"You're the insult to our race!" Garble said seriously "Pony loving dragons like you will be the end of us, and the end of our prideful reputation. Now, give us back that egg before we have to take it back, by force!"

"I don't care what you say, or what you do to me! I will not let you hurt this innocent egg!" Barb replied, clutching the egg even tighter than before.

"That's it, we warned you!" Garble threatned "And now you're gonna learn the hard way that no one tells us what to do!"

"Why don't you guys pick on someone your own size?!" Spike shouted, jumping in front of Barb to protect her.

"Move aside, Rookie, this doesn't concern you!" Garble growled.

"Don't you guys have better things to do than steal phoenix eggs and pick on girls that stand up to you?!" Spike asked crossly, refusing to move an inch.

"Who's side are you on, Rookie?!" the purple teenage accused.

"I'm on Barb's side! I'm ashamed I ever assoicated myself with the likes of you!" Spike said seriously "If becoming a real dragon means becoming like you jerks, then I'm glad I was raised by ponies."

"So, you're a pony lover as well huh?" Garble asked "What a disappointment. You could've had everything, Rookie, but you had to throw it all away to play hero!"

"I don't care anymore. I don't want anything to do with you!" Spike proclaimed "Barb is off limits! If you touch one scale on her head, I'll make you all rue the day!"

"Spike, you don't have to do this! I can take care of myself!" Barb protested.

"I'm sure you could, but I will not allow these immature brats to hurt you. If they wanna reach you, they're gonna have to go through me first!" Spike said firmly.

"Well you know what, Spike?" Garble asked "If you side with Barb, then you're siding against us. If you wanna protect her with your life, fine. Just be ready to beg for mercy, because no one says no to me!"

"Bring it on, you whuss!" Spike taunted.

"I'll make you eat those words!" Garble declared "Come on guys, let's show em who they're messing with!"

But before anyone could do anything, a voice called out "SILENCE!" in a tone so loudly it shook the ground. Everyone looked up, and gasped. There stood a giant blue dragon with sharp yellow scales, atop his head rested a crown with several large jewels woven into it.

"Dad!" Barb exclaimed happily "Oh, I'm so happy to see you!"

"This guy's your father?" Spike asked Barb.

Barb nodded "You're looking at the very ruler of this kingdom, King Daniel II. I'm Princess Barb, daughter of King Daniel and Queen Emily. My brother is Prince Crackle."

"As in, the same Crackle that has gems stuck in his skin?" Spike asked.

"The very same." Barb replied "He's actually a pretty good big brother, he's been keeping tabs on Garble and his crew this whole time. He's also the one who gave me the phoenix egg."

Garble, for his part, suddenly didn't feel so brave and courageous. He felt rather scared, and dropped to his knees "Your majesty, I was just-" he began.

"I don't want to hear any of your excuses Garble!" King Daniel snorted, blowing smoke into Garble's face "I have tolerated your actions so far out of the kindness of my heart, and the hope that you would see the error of your ways. I see now that I was wrong, not only have you not learned to behave, you have threatened my daughter. And in doing so, you have crossed the line!"

"But sir-" Garble pleaded.

"NO BUTS!" King Daniel bellowed at the top of his lungs "Garble, you have brought shame and dishonor upon our species. I'll have you know that the very reason our migration is allowed to travel through Equestria is through the very will of Princess Celestia and her sister Princess Luna, the rulers of Equestria. The rulers of those 'namby pamby' ponies you dissed and insulted. Ponies and dragons wish to co-exist in peace, and your actions will undermine such wishes. Therefore, you and your followers are hereby banished from these lands for all eternity. Should you so much as set one claw back into this territory, you will be tried to the full extent of the laws of our kingdom. DO I MAKE MYSELF CLEAR?!"

Garble gulped "Y-yes sir."

"Good, now get out!" King Daniel demanded. Garble and the other teenage dragons did so without further encouragement. Then, King Daniel turned to Spike. "I apologize very much for the behavior of Garble. Since I rose to this throne he has caused me nothing but grief. I thank you very much for coming to the aid of my daughter."

"Think nothing of it, your majesty." Spike said, bowing to the king.

King Daniel smiled "My daughter tells me that you came here hoping to learn more about what it means to be a real dragon. And that you have traveled all the way from Ponyville to find the answers you desire. After your great display of herorism earlier this day, I have decided to offer you a choice. If you wish, you may stay here in my kingdom. You will be appointed a knight in my royal court, and you will have access to any information your heart desires. But, if you wish to return to Ponyville and be with the ponies that use to be a part of your life, I will not stand in your way. The question you must ask yourself now is 'What do I want most of all?' And you must answer that question for yourself."

Spike thought over the question, and the answer, for a very long period of time. He debated back and forth in his mind the pros and cons of each choice. At last, he said to King Daniel "I may have been born a dragon, but my heart belongs with the ponies. They are my true family, and they are the ones who I've know for so long. I may not know what it means to be a true dragon, but I am convinced now more than ever, that who I am isn't what I am. No matter what, I will always be a dragon, on the inside."

King Daniel nodded in agreement "You have spoken with a wisdom that I have not heard in years. You have my blessing to return home. But know this, should you ever wish to come back and visit my kingdom, the gates will always be open to you."

As Spike was preparing to leave, Barb came up to him. "Before you go, I want you to have this." and she gave him the phoneix egg she had protected from Garble and the other teenage dragons. "I believe it is meant for you."

"Really?" Spike asked. Barb nodded. "Wow, I... really don't know what to say. This is incredibly generous of you. Now that I think about it, you remind me an awful lot of a pony I know back in Ponyville."

"Who?" Barb asked Spike.

"Her name is Rarity, and not only is she beautiful, but she's incredibly generous." Spike explained "I have a feeling that the two of you would get along rather nicely."

"Maybe someday, if I ever visit your hometown, you could introduce me to this 'Rarity'." Barb suggested.

"I most certainly will, assuming you ever come to visit me." Spike replied, and with that he was off. King Daniel had arranged for himself to fly Spike back to Ponyville. Spike found this incredibly amazing, but also a bit pointless. "Couldn't we have just taken a chariot?" he suggested, above the roaring winds from the high altitude.

"We dragons have no use for such things. We can fly everywhere we need to fly all on our own power." King Daniel explained.

"Oh, I see." Spike replied "Should've realized that was the point."

"It's alright, you are not the first one to ask me such a thing." King Daniel said with a smile.

Twilight and her friends were busy drowning their sorrows in milkshakes at Sugarcube Corner. Spike may have only been gone for the better half of two months, but his absence had tough to live with.

"I never thought I'd miss the little guy so much." Rainbow Dash admitted.

"I hope he's happy, wherever he is." Fluttershy said softly.

"I'm sure he is." Rarity replied, sighing rather loudly "After all he's with his own kind."

"Do you think he still remembers us?" Pinkie Pie asked "With how long he's been gone, I'm starting to wonder if he even knows we exisit."

"Of course he knows we exisit!" Applejack replied seriously.

"I just hope that, wherever he is, he's found the answers he wanted." Twilight said sadly "I still remember how upset he was when our late night research didn't turn up anything useful."

Just then, a familiar voice called out "I'm back."

The girls knew at once who it was. "Spike!" they all exclaimed, racing over to him.

"That's my name, don't wear it out." Spike said happily.

"Oh Spike, we're so happy to see you again. We've missed you so much." Pinkie Pie said cheerfully.

"What's that you've got in your claws, Spikey Wikey?" Rarity asked.

"It's a phoenix egg. Barb gave it to me." Spike explained.

"Who's Barb?" Twilight asked.

"It's a long story." Spike replied.

"Well, did you find the answers you were looking for?" Twilight asked Spike.

"Yes." Spike nodded "But you know something. You girls are more than just my friends, you're like family to me. Each and every one of you."

"Do you really mean it, Spike?" Fluttershy asked.

"Of course I do." Spike replied happily.

Spike soon returned home, and set to work as Twilight's assistant once again. But even more so than before, he never felt happier. At first he was worried that Twilight might make him give up the phoenix egg he'd recieved from Barb. But he soon found out that Twilight was willing to let him keep it, at least until the family it belonged to could be found.

One day, about two weeks after returning home. Spike was alone in the library, while Twilight left to run a few errands. Suddenly, Spike heard what sounded like cracking. "The egg, it's hatching!" he thought, and raced over to the little nest he had made to keep the egg safe and warm. Sure enough, it was cracking. Within seconds, a baby phoenix poked its head out of the egg shell. When it looked up at Spike, it chirped happily.

Spike wiped a tear from his eye "Hey, welcome to the family, Peewee!" he said happily, naming the bird right on the spot "Stick with me. I've got plenty to teach you about being a pony."

Author's Note

And so, on the day before the Season 5 premiere I present to you all the rewrite of Dragon Quest. The first and only Season 2 episode in this second installment.

We're almost through our unholy trilogy of Spike episodes, and I'm sure you all know what's coming next.

The biggest problem plaguing this episode is the sexist sterotypes, as well as turning the mane six into a-holes for no good reason. There's also a lot of stupid dialogue with terrible implications. Garble and Crackle are pretty much the only good things to come out of this episode, outside of Peewee who got put on a bus at the start of "Just for Sidekicks".

I know that Barb is the r63 name for Spike, but I don't care. The bit about her being like Rarity is intentional, since, if she appeared in the show I would have her be voiced by Tabitha St. Germain (using her filly Rarity voice).

Now, with the end of school for the spring fast approaching, I'm going to become very busy. So the next couple of rewriters may take some time, but I'll have them out as soon as I feel they're ready.

Episodes to be rewritten:
~~The Show Stoppers~~
~~Owl's Well That Ends Well~~
~~Dragon Quest~~
Spike at Your Service
Just for Sidekicks
Games Ponies Play
Bats!
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me

S3 E9: Spike at Your Service (What If?)

It had been a few weeks since Twilight had begun her advanced magical studies under Princess Celestia, and already the workload was increasing at a tremendous rate.

Spike was busy counting a stack of books that had been mailed to Twilight just a few days ago. "Six, seven, eight, nine, ten, eleven, twelve." he said, as he counted each book one by one.

Twilight, surprisingly enough, seemed to not be surprised at all. "Huh. That's not that many. I was sure there would be more." she commented, observing the stack that lay before her eyes.

"Are you kidding? How are you supposed to read twelve books in one weekend?" Spike asked "That's a lot, even for you."

"Well Princess Celestia obviously thinks I can do it or she would never have assigned them to me. I'm not planning on letting her down." Twilight said seriously, making her usual preparations for whenever she had a lot of books to read in one sitting.

"Well, I hope you're not planning on sleeping then, either." Spike teased "I just hope you don't drive the whole town crazy again. We don't need another repeat of the 'Future Twilight Fiasco'."

"Very funny Spike." Twilight said sarcastically "But I'll tell you what, these books are gonna keep me busy for quite a while. So why don't you make yourself useful and run a few errands for me?"

"Though you'd never ask." Spike replied "What can I do for you?"

"I have a small list I've prepared that should give you all the instructions you need." Twilight explained, levitating said list over to Spike with her magic "Be careful about that last item though."

"Why?" Spike asked.

"In case you haven't heard, it's timberwolf season in The Everfree Forest." Twilight told Spike "Applejack says timberwolves have been spotted not far from Sweet Apple Acres. So when you go to pick up the potion ingredients from Zecora, do not stray from the main path at all!"

"Oh relax Twilight, no offense but you worry too much." Spike replied "I'll manage just fine."

"I'm just making sure you're aware." Twilight said to Spike "If anything happened to you out there, I'd be devestated. You know I see you as my son."

"Of course I know that. Everypony knows that by now." Spike said seriously, and he headed for the front door.

"Spike please, come back unharmed." Twilight called "I came close to losing you for good in The Crystal Empire, I don't want anymore scares like that."

"Don't worry Twilight, I'll be back before you know it." Spike smiled, and with that he was gone.

Twilight sighed, and turned her attention to the stack of books on the desk in front of her. Hopefully, if she concentrated on reading them, time would tick by and Spike would be back before she had a chance to worry.

Once outside, Spike took a quick look at the list. The first item on the agenda: Pick up more writing quills from Quills and Sofas.

"This will be easy. I'll be done with these errands in no time at all!" Spike said to himself.

"Okay, let's go over that list one more time." Spike said to himself sometime later. He'd completed most of the chores on the list, but he wanted to double check and make sure he wasn't forgetting anything. "Pick up more writing quills from Quills and Sofas, check. Deliver the electric bill to town hall, check. Drop off the bridesmaid gown from the royal wedding at Carousel Boutique, check. Return Cheerilee's blackboard to the school, check. Schedule next appointment at Ponyville Dentistry, check. Place an order for cupcakes at Sugarcube Corner for a mid-study snack, check. All that's left to do now is Obtain new potions ingredients from Zecora. It's too bad The Everfree Forest is such a long walk from here, if only there was some way to just go right into the heart of the forest."

Then, in the distance, Spike spotted a familiar sight. It was the light pink and purple hot air balloon that could be rented out to whoever wanted to use it. "Of course, the hot air balloon!" Spike exclaimed, and raced over to it "This will be so much better than walking there on my own claws, and when I've picked up the ingredients I can just fly right back out of The Everfree Forest in a matter of seconds."

The balloon was resting at the balloonport, guarded by Cherry Berry. A sign next to the ramp leading to the ballonport listed the price it cost to rent out the balloon. Currently, the price was set at 5 bits an hour, with a penalty of 3 extra bits for every 15 minutes over the paid hours.

"Hey Cherry Berry!" Spike called, carrying the writing quills and cupcakes in a small saddlebag tucked under one arm.

"Hello Spike." Cherry Berry greeted warmly "You here to rent out the balloon?"

"Of course, I need it to get into and out of The Everfree Forest." Spike explained, and gave Cheery Berry 5 bits. "One hour should be more than enough time to accomplish that."

"Are you sure that's a good idea Spike?" Cherry Berry asked "There are an awful lot of trees in The Everfree Forest. And remember, this balloon was just recently repaired after being all but destroyed in a freak tornado near The Wonderbolts Academy."

"I'll be fine." Spike said crossly, as he climbed into the basket of the balloon and untethered it from its docking post "I've flown this baby before, I know what I'm doing."

"Be very careful." Cherry Berry called, as the balloon flew up into the air. In a matter of seconds it was out of sight and floating off towards The Everfree Forest.

Most ponies took no notice of the balloon, as it floated towards The Everfree Forest. The balloon had flown over the town so many times that it had become a common ocurrence. But there was one pony that did take notice of the balloon, and the direction it was traveling in. "Now just who in their right mind would fly a hot air balloon into the heart of The Everfree Forest, in the middle of timberwolf season?" the mare thought to herself "I sure hope they know what they're doing, otherwise they're probably going to end up becoming a timberwolf snack."

Before long, Spike had reached The Everfree Forest, and tethered the balloon to a tree to keep it from flying away. But as a precaution, in case he hadn't tethered it properly, Spike took the saddlebag containing the writing quills and cupcakes out of the balloon basket. Now Spike could suddenly remember just what made this forest a place to be feared. It was broad daylight, but the trees blocked all sunshine and made The Everfree Forest as dark as Princess Luna's night.

In the distance, Spike could've sworn he heard a howl, but he shrugged it off. "Fluttershy always says this forest can play tricks on you if you're not careful. I've just got to stay focused, and get to Zecora's. The sooner I get those potions ingredients, the sooner I can leave." And with that goal in mind, Spike set off. What he didn't know, was that a pair of glowing green eyes was watching him from a distance. They would've been hard to spot admisit the bushes and vines, however.

As Spike made his way through The Everfree Forest, he couldn't shake the feeling that something was following him. But everytime he turned around to look, he saw nothing. "I'm letting this forest get to me. I've got to get to Zecora's and get out of this spooky place." he thought nervously to himself. All the while, a pair of glowing green eyes was observing him.

Zecora was waiting for Spike outside her hut, she seemed quite relieved to know he was still okay. "Hello Spike, I'm glad you are here. Your visits always bring me cheer." Zecora greeted in her usual rhyming way.

"It's good to see you too Zecora." Spike smiled, shaking her hoof with his claw "Sorry I can't stick around to chat, but I'm here to pick up some things for Twilight."

Zecora nodded "I know what it is that has brought you here today. I have everything, if you will kindly step this way."

Spike followed Zecora into her hut. The wooden masks that lay on the floor and the various shelves seemed a lot less scary compared to what might being laying in wait within the forest.

It wasn't long before Zecora had given Spike everything he needed, and despite her insistence that Spike let her accompany him back to the balloon, Spike set off along the path alone. "I made it here in one piece. I won't have any trouble making it back to the balloon." he had told Zecora.

Zecora, for her part, was incredily worried. "Spike please, listen to what I have to say! I sense great danger is heading your way!" she called, but Spike was already too far away to hear her by the time she shouted the warning. All Zecora could do now, was hope that Spike would not stray from the path at all. If he did, he was doomed.

As Spike navigated his way through The Everfree Forest, two pairs of glowing green eyes were watching and observing him from afar. They were watching and waiting, hoping for their prey to wander off the path.

"Where am I now?" Spike thought to himself, as he found himself in an unfamiliar part of The Everfree Forest. "Stupid nature! These trees all look the same from down here!" he quickly realized he was getting angry, and started to take some deep breaths "Just stay calm Spike, and retrace your steps a little. You'll find the path to the balloon much quicker if you don't let your anger distract you."

Suddenly, Spike noticed something off to his left. A small patch of delicious berries were sticking out of a bush. The only problem was, in order to get to them Spike would have to wander off of the path he'd been on since he'd landed in The Everfree Forest. Already, Twilight's warning from earlier came creeping back to the forefront of his mind "When you go to pick up the potion ingredients from Zecora, do not stray from the main path at all!"

But even as he remembered that warning, Spike's stomach began to rumble. He really should've gotten something to eat at Sugarcube Corner while he was running around. He looked all around, but other than the berries the only thing he could eat were the cupcakes. He quickly ruled out that option, they were meant for Twilight. "She'd be pretty mad if I came back home with a box of eaten cupcakes, and I don't have any money to buy another batch. Besides, those berries look so delicious, how could I possibly ignore them?"

Against his better judgement, Spike wandered off of the main path and made his way over to the berry bush. He quickly scooped up as many berries into his claws as he could, and ate them as he raced back to the main path. But it was too late. Just as he'd left the bush, it happened.

A rather rotten smell, almost like bad breath, began to fill the air. Spike heard growling again, and this time it sounded a lot closer. Then, he felt his scales brush against something made of wood. He spun around, and came face to face with a pack of timberwolves. "Uh, hello?" he greeted nervously. The timberwolves responded by letting out a howl. Spike, for his part, was wondering how the timberwolves had managed to find him. Then, he noticed the saddle bag with the box of cupcakes inside it. "Of course, the cupcakes lead them right to me." he thought to himself "Well, this is a fine mess I've gotten myself into."

The timberwolves looked at Spike, growling slightly and licking their chops. It was obvious what they intended to do. Fortunately for Spike, he quickly remembered that he could breath fire. Without wasting time, he took a deep breath and blew it out, setting the paw of one of the timberwolves on fire. Said timberwolf cried out in pain, and raced off to extinguish the flame.

"That's right timberwolves, come any closer and I'll roast ya." Spike said confidently "It's just you, me, and my fire breath. What are you gonna do about it?"

The timberwolves looked at Spike, and a look of fear seemed to come into their eyes. They slowly backed away, and for a moment Spike thought they would turn around and run away. Instead, one of the timberwolves howled again, and within seconds Spike found himself surrounded on every side by the creatures.

"Good point." Spike said nervously. He knew now that if he tried to set fire to any of the timberwolves, the rest would gang up on him and attack him. He needed to think of something while he still had time to do so. Then, it came to him. "Before you eat you I just wanna one thing, what's that over there?!" he cried out, and quickly pointed his claw in a random direction. Just as he had expected the timberwolves all turned to look where he was pointing. And while they were all distracted, he ran away.

Unfortunately, the distraction didn't last for more than a few seconds. And the instant the timberwolves realized they'd been tricked, they gave chase. All Spike could do now was run, and hope they wouldn't catch him. Unfortunately, he hadn't been running for very far when he ran into the side of a cliff. He tried to climb up it, but his claws wouldn't grip the rocky surface and he slid back down. He kept trying, and kept slipping, as the timberwolves closed in on him. "I guess this is it." he thought to himself, as he shut his eyes and waited for the end to come "Never thought it would end like this."

But just before one of the timberwolves could grab hold of Spike, there came the sound of shattering wood. Spike opened his eyes, and saw that a rock had made contact with the timberwolf that had tried to attack him, leaving the timberwolf as nothing but a pile of various sized sticks. Spike looked up, and saw the most welcoming sight he had seen since the day had begun.

Above stood Applejack, holding a pebble in her hooves, and looking down at the timberwolves with a look of a seriousness and anger. "Why don't you overgrown pieces of lumber try pickin' on me for a change?!" she shouted "I'm sure you'll find me to be more of a challenge!"

"Applejack, what are you doing?" Spike asked.

"What's it look like I'm doin'?" Applejack replied, throwing another pebble down to take out another timberwolf "I'm savin' your hide!"

"It's gonna take more than rocks to get rid of them." Spike said nervously, as Applejack continued to pelt any of the timberwolves that tried to attack

"I know that, I just need them to back off for a bit." Applejack explained, and hurridely threw down her lasso "Hurry and climb up it, those timberwolves won't give up that easily!"

"What do you mean?" Spike asked Applejack, as he climbed up the lasso and joined Applejack on top of the cliff.

"There's no time to explain, run!" Applejack instructed, and took off as fast as her hooves would let her. Spike did the same, if only because he figured Applejack knew what she was doing.

The timberwolves were quite mad when they saw their prey fleeing, but they weren't about to just abandon the chase because of a small cliff. They all looked at each other, before they rammed themselves into the cliffside full force, leaving nothing but sticks and leaves. But that wasn't the end for them, as a magical green aura surrounded their remaints and began to re-animate them. Instead of returning to an entire pack however, the sticks and leaves all began to combine together. If one were to look closesly, they would have seen a delicate construction project that was quickly turning into a massive timberwolf.

The newly constructed giant timberwolf had no problem grabbing the side of the cliff, and once it was on solid ground once again, it quickly took off after Applejack and Spike with a tremendous roar.

When Spike hear the roar, he looked back and gasped in horror. He could not believe what he was seeing. "Where in the wide world of Equestria did that come from?!" he shouted to Applejack, as they were fleeing from the terror that was only a few feet away "It must be at least twice the size of a normal timberwolf!"

"That's why timberwolves are so dangerous!" Applejack replied "Granny Smith told me all about em, the only things they fear are fire, and anythin' that can break their stick bodies! And they have this ability to somehow pull themselves back together!"

"What are we gonna do Applejack?!" Spike asked nervously "We can't run forever!"

"I know that Spike, I'm not tryin' to run away!" Applejack explained, stopping suddenly "I just needed to get a good headstart, so I could do this!" In the blink of an eye, Applejack grabbed a loose tree limb and pulled it back. When the giant timberwolf drew close, she let go of the limb and let it snap back to its original position.

By the time the giant timberwolf saw what was coming his way, it was too late. The tree limb hit him square in the face, causing him to shatter into a million little pieces of seemingly lifeless sticks.

"Whew. That should keep em' out of our hair." Applejack said with relief "Now then, I don't suppose ya mind tellin' me just what in tarnation you're doin' out here in the middle of timberwolf season?"

"I could ask you the same question." Spike replied, as the two friends walked away from the pile of sticks "I'm glad you came when you did, but you don't usually travel through these woods."

"That's simple." Applejack explained, chuckling slightly "I saw the balloon floatin' by and wonderin' who in their right mind would want it to steer into The Everfree Forest at ths time of year, so I came out here to investigate."

"Funny story actually, that was me." Spike told Applejack.

"What? Are you crazy?! You almost got yourself killed!" Applejack scolded, as she and Spike made their way back to where the balloon was docked.

"I know, I know, that was pretty stupid of me." Spike replied.

"Stupid is an understatement." Applejack said crossly.

"But I had a good reason for coming into these woods." Spike went on, and he told Applejack about the list of errands Twilight had given him.

"I see." Applejack said seriously, as she climbed into the basket of the balloon with Spike "I had a feelin' there was a reason why that balloon was flyin' again so soon after it was almost destroyed."

"I'm just glad it's still in one piece, like me." Spike nodded in agreement "Speaking of which, that was pretty cool how you drove off those timberwolves back there!"

"Aw shucks, it was nothin' Spike." Applejack said modestly "I'm sure you'd do the same for me if the roles were reversed, it's what friends do."

"What you did was amazing! I mean, you rocketed those boulders at them like they were... rockets! Pow, pow, pow pow pow! You saved my life!" Spike exclaimed, then the realization hit him "You... saved... my life."

Applejack smiled, but she felt a bit uneasy as Spike got close to her "Aw, don't mention it, Spike. C'mon, we should be headin' on back, now." And with that, the two friends took off in the balloon.

On the balloon ride back into town, Spike had a big surprise for Applejack "Since you saved my life, it is my duty to inform you that as part of the 'Noble Dragon Code' I owe you a life debt and must serve you no matter what." he revealed, bowing to her.

Applejack wasn't sure what to say. The idea of someone offering themselves to her for life sounded very uncomfortable coming from the mouth of one of her closest friends. She may not have known Spike as well as Twilight did, but over the past 2 years he'd become a part of her life in ways she never would've imagined. He had shared some of his concerns with her, and had hung out with her on multiple occassions. And now he wanted to serve her for the rest of his life because some code said so? It didn't sound right at all. "Not for nothin' Spike, but that code sounds like somethin' you just made up." she told him.

"It's not made up at all!" Spike protested "Do you remember that dragon migration last spring?"

Applejack nodded, she could still remember how hard Spike's 2 months of absence had been on her and her friends. "What does that have to do with the code?" she asked Spike.

"Well, after I came back from it and Peewee had hatched, Twilight took me to The Canterlot Archives." Spike explained "Together, we discovered that until recently dragons had a code that they strove to live by. Part of that code stated, if a dragon's life was saved by a non dragon creature, they would owe that creature a life debt. Any dragon that ignored such an agreement, would be cast out of the kingdom. It was ripped up when the dragons complained that they were tired of other creatures exploiting their kindness and generosity. When I read about that code, I knew I had to make it part of my life. It was the only way I could ensure I wouldn't end up like Garble and his followers."

Applejack said nothing, she had no idea that the code was not only a real thing, but that it had such a significant history. It wasn't until the balloon had landed back at the balloonport, and she and Spike had gotten out, that Applejack thought of something that might change Spike's mind before he got too fixated on this "life debt". "Now, what about Twilight? Doesn't she need your help and such?" she asked Spike.

"Huh, you're right." Spike realized "I better break the news to Twilight. I just hope she doesn't take it too hard. Besides, I need to at least drop these things off before I can officially say that I'm done serving her."

Applejack breathed a much needed sigh of relief, as Spike raced away. "If anyone can talk some sense into him, Twilight's definitely the one." she thought to herself, and she headed back home to Sweet Apple Acres.

As Spike approached the front door of The Golden Oaks Library, he was starting to have second thoughts about serving Applejack. Twilight was very much the mother he'd never had. She had raised him, taught him right from wrong, and done so many wonderful things for him. And now, here he was, about to say that it was all over. His heart felt incredibly heavy, and it took everything he had not to breakdown and cry right then and there. "Come on, Spike, this is your personal, moral, ethical dragon code we're talking about!" he said seriously, giving himself a mental pep talk "You have to do this! It's not like you and Twilight won't ever see each other again ... but it won't be the same." For several minutes, he just stood there, uncertain of what to do next. At last, he sighed and said to himself "But it has to be done."

Twilight had just finished reading the third book, when she heard the familiar footsteps that told her Spike had returned. She turned around and greeted him with a warm and motherly smile "Ah, there you are Spike. You've been gone for quite a while, is everything alright?" she asked innocently.

Spike sighed, and set the saddlebag filled with the writing quills, cupcakes, and potion ingredients down on the floor. "Everything is fine, though I was attacked by timberwolves in The Everfree Forest."

As soon as those words escaped Spike's lips, Twilight's mood change. "What?!" she exclaimed, and quickly raced over to him to check for any signs of injury "You're not hurt are you?! You didn't get bitten, right?!"

"I'm perfectly fine." Spike said, calming Twilight down "Applejack saved my life."

"She did?" Twilight asked, Spike nodded "Well, that was very brave of her. I owe her big time for that."

"That's kind of what I came here to talk to you about." Spike said solemly "I know you've told me already that you see me as your son, and I'll always be grateful for the part you played in raising me."

Twilight could already tell where the conversation was heading, and she tried her best to stay strong "Spike, I know how much the 'Noble Dragon Code' means to you." she began.

"Then you know why I have to do this." Spike interrupted "I owe her a life debt, and I intend to serve her for the rest of my life."

"But what about me Spike? Haven't you ever stopped to think about what will happen to me if you leave?" Twilight asked.

"You'll be fine, you've got Owlowiscious to help you." Spike replied.

"He can't replace the hole in my heart that you'll occupy." Twilight said sadly, trying her best to hold back tears.

"Twilight, please don't cry!" Spike pleaded "Because if you start crying, then I'm gonna start crying, and it's just gonna be a big ugly mess!"

"I'm sorry Spike." Twilight replied, tears flowing down her cheeks "I know this may sound selfish, but I need you in my life. Without you, my life just isn't the same."

"I'm sorry as well Twilight." Spike said, as he turned and trundled saddly away "But this is something I have to do. It saddens me to have to say this, but our time together has come to an end. Goodbye, Twilight."

As soon as those words reached Twilight's ears, there was no stopping the water works. She burried her face in her hooves, and sobbed. Spike was gone, and he wasn't ever coming back.

Spike was just as heartbroken, but he was determined not to let it stop him from fufilling the "Noble Dragon Code". With a heavy heart, he set off for Sweet Apple Acres, to begin the first day of his life of service to Applejack.

Applejack was busy with her usual farm chores. It was almost harvest time, and Sweet Apple Acres was busier than ever. With Big Macintosh out of town to try and resolve some finanical issues, she had to work harder than ever to make sure everything would be ready on schedule.

"Hello there Applejack, I've come to offer you my services." Spike greeted, as Applejack finished bucking one of the apple trees.

Applejack was quite surprised, Twilight should've resolved the entire issue. So what was Spike doing here, trying to fufill this silly idea about a life debt? "Spike, I thought you said you were going to talk to Twilight about this?" she asked.

"We talked and she said it was okay." Spike explained, but Applejack could easily tell that he was lying.

"Spike, tell me the truth. What happened with you and Twilight?" Applejack said, trying her best not to come across as rude or inconsiderate.

"I told her what you did for me, and we had a talk." Spike told Applejack.

"And?" Applejack encouraged.

"And nothing." Spike lied "We just talked, and we came to an agreement."

"Spike please, tell me the truth." Applejack demanded "I know how close you and Twilight are, there's no way Twilight would just be okay with you up and quittin' on her to serve me. You're practically her son, you should know that by now!"

"Applejack please, I am telling you the truth." Spike insisted.

"Perhaps you are, but you ain't tellin' me the whole truth." Applejack said, shaking her head "Whatever it is, you can tell me. We're friends."

"I don't have to tell you anything, I just want to serve you." Spike replied "Why can't you just leave this issue alone?!"

"Because it wouldn't be right of me to just up and accept your life debt without knowing what you and Twilight talked about at the library." Applejack explained "If Twilight's really not okay with this, then I'm not gonna do it."

"Do you really wanna know?" Spike asked Applejack.

"Of course I wanna know Spike, I'm not gonna make one of my friends mad just because I did something like this without their approval." Applejack replied "Now will you please answer my question, 'What happened with you and Twilight?'"

Spike tried to think of some way around the issue, but he quickly realized that there was no point in hiding the truth. Applejack would find out one way or another. "I told Twilight what happened, and we talked for a while." he explained to Applejack "Twilight pleaded with me to reconsider, but I told her that I had to do this, because the 'Noble Dragon Code' means so much to me. So I told her that our time together was over, and I left. She's probably still trying to recover from the sadness my depature has caused."

"So that's why you were tryin' to skirt around the issue." Applejack realized "Is that 'Nobel Dragon Code' of yours really so important that you're willin' to leave Twilight for good?"

"Yes." Spike replied and turned his head "I don't wanna talk about it anymore. It's in the past, and it can't be changed. All I can do now is foucs on the future. So, what can I do to serve you Applejack? Your wish is my command."

Now Applejack felt really torn. "What should I do?" she thought to herself. Should she tell Spike how she felt about having someone else work for her for the rest of her life, or should she keep quiet to make him feel better? Maybe there was some sort of loophole she could use to get out of this? She shook her head at the idea. "The last time I got out of a promise because of a loop hole, Pinkie Pie wouldn't talk to me for a whole week. I'm not gonna let that happen again."

"Well Applejack, what can the great and noble Spike do to serve you?" Spike asked, interrupting the silence.

Applejack remained silent for a bit longer, as she tried to decide what she should say to Spike. At last, she spoke up and told Spike "Uh, well... Apple Bloom's just over yonder givin' little Piggington a bath. I was gonna go lend her a hoof, but I think maybe you could lend her one instead. How's that sound?"

"Can do! Just sit back and relax." Spike replied, and eagerly raced over to find Apple Bloom and "Piggington". As it turned out, "Piggington" wasn't so little. "Piggington" was a massive pig, and from the looks of things it had attracted a lot of mud. No wonder Apple Bloom needed assistance.

"Well howdy Spike, I wasn't expectin' to see you here." Apple Bloom greeted cheerfully.

"Applejack said I could lend you a helping hoof, or claw as the case might be." Spike explained "I wasn't expecting 'Piggington' to be so massive though." "Piggington" responded with a loud snort, as if it were offended.

"Great! I could use all the help I can get!" Apple Bloom replied "Piggington can quite stubborn when it comes time for her baths. Careful not to let her roll onto ya." "Piggington" sat down with a thud.

Spike grabbed a brush, and he and Apple Bloom set to work on cleaning "Piggington". "Just wait 'til Applejack sees how you sparkle!". He said to "Piggington" "Won't that be nice?" "Piggington" let out another loud snort, but Spike and Apple Bloom took no notice.

A few minutes later, Spike and Apple Bloom were finished. "Piggington"'s coat glistened in the sunshine. "Ta-da!" Spike said happily.

Applejack was most impressed. "Good job, you two. Piggington looks spotless." "Piggington" responded with an oink, and trotted off somewhere.

"Applejack, is it okay if I get goin'?" Apple Bloom asked "I don't wanna be late for my Crusaders meeting. We're gettin' fitted for water skis! It's gonna be loads of fun!"

"Heh, you definitely don't wanna be late for that." Applejack smiled.

"Thanks." Apple Bloom replied, and raced away "Water skiin' cutie mark, here I come!"

Once Apple Bloom had left, Applejack turned to Spike. "Spike, you can head on out too." she told him "I don't have anythin' else I need your help with."

Spike wasn't happy at all to hear that. He hadn't created that code just to do one favor for someone, and then be told he wasn't needed anymore. "Please, Applejack, you must allow me to assist you further!" he pleaded "I can do anything you ask."

"I dunno, Spike. Just don't feel right to have you, uh, doin' things for me." Applejack explained, hoping he'd get the message.

"Oh come on, please?" Spike pleaded.

Applejack already knew what Spike was trying to do, Apple Bloom had tried to do something similar on many occassions in the past. It didn't work then, and it wasn't going to work now. "Really, you don't–" she began.

"Pretty please?" Spike interrupted.

Applejack was starting to lose patience, Spike was being incredibly persistence. But she stood her ground. " It's just not necessary–" she began again, this time trying to sound more serious, in the hopes that Spike would pick up on it.

"Pretty pretty pretty please?" Spike interrupted, clinging to Applejack's front left leg and shooting his best pair of puppy dog eyes at her.

Applejack tried her best, but she just wasn't able to bring herself to shrug off Spike's face. With a sigh, she admitted defeat and said "Oh, all right. I suppose you can help Granny Smith and I bake some pies. How's that sound?"

"Oh thank you Applejack!" Spike said happily, and let go of Applejack's front left leg.

"Thanks for all your help Spike." Granny Smith said a short time later, and inserted the last of the pies into the oven. As it turns out, Spike was an incredibly skilled baker, and he knew his way around a kitchen. He'd wanted to use his flame breath to cook the pies, but Applejack and Granny Smith wouldn't let him. They didn't want to run the risk of his flame breath overheating the pies and turning them into charcoal.

Even so, Applejack still wasn't all that comfortable with the idea of Spike helping her out. As one of the pies was placed onto a windowsill to cool off for a bit, she decided to take the time to talk to him about how she felt. "Listen, sugarcube, you know that I completely respect that 'Noble Dragon Code' of yours." she told Spike.

"Of course I know that." Spike replied happily.

"But I just don't feel comfortable with you permanently servin' me." Applejack went on "You've already helped quite a bit, and I appreciate that very much. But this just isn't right."

"Please, Applejack, that dragon code is a part of who I am." Spike pleaded "It's the only way I can be sure I won't end up like those teenage dragons I met during the migration. You've got to let me keep serving you! I want to feel like a noble dragon!"

"Well, I certainly don't want ya to feel like you're not a noble dragon." Applejack replied nervously.

"Then that settles it, I'm going to keep serving you for the rest of my life." Spike said seriously "So, what else can I help you with today?"

"Why don't you help me deliver some of these pies?" Applejack suggested "This one here's goin' to Rarity. I know for a fact she'll be happy to see you." Under her breath she added "Maybe she can help me figure out a way to get out of this mess."

"What did you say Applejack?" Spike asked innocently "You were talking to yourself for a second there, but I couldn't make out what you said."

"Oh, I was just thinkin' about somethin' that Rarity could help me with that you can't." Applejack replied "Trust me, if you could help me with it, I wouldn't hesitate to ask."

"Oh, I see." Spike nodded "Well, let's get going. I'm sure Rarity's not gonna want a pie that's gone cold."

Rarity was quite surprised when Spike and Applejack arrived at Carousel Boutique together. Just what was going on?

"Oh my stars, I don't think I've ever tasted a pie as lovely as this!" Rarity exclaimed, when she had sampled a piece of the pie.

"Thanks, I helped to bake it." Spike explained.

"You helped Applejack bake a pie?" Rarity asked "Was Twilight okay with this?"

"Of course she was." Spike replied, skirting around the subject "In fact, she's okay with me serving Applejack for long as I want."

"Huh, why I wasn't informed of this?" Rarity thought to herself "Something must be up. Spike's usually going on and on about how much Twilight cares about him. Why is he suddenly spending all his time with Applejack? Did he and Twilight have some sort of falling out or something?"

"Aren't you gonna have more of that pie?" Spike asked Rarity.

"I would love to Spike, really I would." Rarity replied kindly "But I had a big breakfast. I'll tell you what though, I'll save the rest for later. Maybe I'll even share it with some of our friends."

"Spike, why don't you take Rarity's plate back to the kitchen and wash it off?" Applejack asked Spike "There's somethin' Rarity and I would like to discuss in private."

"As you wish!" Spike replied, and headed to the kitchen with the dirty plate.

"So, what is this all about?" Rarity asked Applejack, once the two friends were alone "Why is Spike doing all of this for you? And what's going on with him and Twilight?"

Applejack sighed, and explained "I saved Spike from some timberwolves in the Everfree Forest, and now he thinks he has to serve me forever as part of this 'Noble Dragon Code'. He claims Twilight's okay with it, but the truth is he and Twilight were pretty heartbroken when he said he was through being her number one assistant."

"Oh the poor darling." Rarity said sympathetically "That's why he was so quick to change the subject when Twilight came up."

"Yeah, and I'm just not okay with lettin' him serve me for the rest of his life." Applejack went on "It's just not somethin' I'm comfortable with. I've been tryin' to tell him this, but he just won't listen. I was hopin' you might know what to do, seein' as Spike's always gushin' over you."

"Well, did you ever think about maybe getting Spike to serve somepony else?" Rarity suggested.

"Where are you goin' with this?" Applejack asked.

"It's quite simple really." Rarity explained "Since Spike always loves to be around me, I'm sure he wouldn't mind serving me for the rest of his life. And I would love to have him, there's a lot he could do for me. He could help me with my sewing, organize my closets, and even give me a pedicure every now and then."

"That sounds like you'd be takin' advantage of his affections for you." Applejack said crossly.

"Oh don't be silly. I'd be more than willing to reward him for his hard work." Rarity replied "He'd get his own bed to sleep in, I'd let him snack on some of my spare gemstones every now and then, and he'd be given an endless amount of love and caring affection."

"Sounds like a plan." Applejack agreed "When he comes back, I'll tell him that he's free to serve you, and that you have my permission to carry on my debt for me."

Spike returned a short time later. "The dish has been taken care of." he said proudly "Now then Applejack, what do you want me to do next?"

Applejack looked at Rarity, and then said to Spike "Actually, I was thinkin' about somethin'. I know how much you enjoy bein' around Rarity and everythin'. So, why don't you start servin' her instead?"

"What?" Spike asked.

"Applejack has given me permission to absorb your debt to her. From here on out, you can owe me a life debt instead." Rarity explained "I have a lot of things that I would be more than happy to let you help me on, and I'm sure Sweetie Belle wouldn't mind having you help her with some of her chores. You'd be given your own bed to sleep in, and if you behave nice enough I could let you snack on some of my gemstones. Wouldn't that be a nice change from farmwork?"

"She knows about your whole 'Noble Dragon Code'." Applejack added "So, whadya say Spike?"

"Do you want to come with me?" Rarity asked.

"Or do you wanna stay with me?" Applejack asked "I'll understand completely if you wanna go with Rarity. She can provide you with everythin' you could ever want."

"Well, I don't know. This is kind of sudden." Spike said uncertainly.

"It's alright Spike, there's no pressure on ya." Applejack replied.

"Take as much time as you need." Rarity said kindly.

Spike said nothing for a few minutes. In his mind, he considered each of the choices, and the pros and cons that they presented. He could go with either choice, and never be fully satisfied. But eventually he looked at Rarity and said "I'm sorry, but I owe my life to Applejack, not to you. I can't ask you to absorb that debt, even if I would love to be with you. I'm going to continue to serve Applejack until the day I die."

Both Rarity and Applejack were shocked "WHAT?!" they gasped at the top of their lungs.

"No way! If I didn't see it myself I would never believe it!" Rainbow Dash exclaimed. She had just been passing by Carousel Boutique, when she'd overheard the conversation. Needless to say, she was just as surprised as Applejack and Rarity.

"My decision has been made." Spike replied, and went over to Applejack "And a noble dragon never goes back on his decision, no matter what."

"Just what is this all about?" Rainbow Dash asked "Shouldn't Spike be working with Twilight?"

"Applejack saved Spike's life and now he has to serve her forever." Rarity explained "Apparently, it's part of this 'Noble Dragon Code' that I've never heard about before."

"'Noble Dragon Code' huh? Never heard of it." Rainbow Dash replied, and she turned to Applejack "So what are you having him do? Wash your laundry? Clean your room? Help you with your unfinished novel?"

"Unfinished novel?" Applejack asked.

"Yeah! Don't tell me I'm the only one who does it!" Rainbow Dash said eagerly "Mine's about this awesome Pegasus, who's the best flyer ever and becomes the captain of the Wonderbolts!"

Rarity was anything but impressed "How ever did you manage to come up with that ingeniously woven intricate plot line?" she asked Rainbow Dash sarcastically.

"I don't know. It just came to me." Rainbow Dash replied. Rarity could easily tell that she was lying, but said nothing more.

"Thing is, I don't really want him to serve me forever, but I don't know how to get him to stop." Applejack told Rainbow Dash "I thought he might be interested in servin' Rarity, but he still wanted to be with me in the end."

"So he's interested in serving you for life huh?" Rainbow Dash asked "Well, I've got a pretty easy way to make him give up! Just make him help you with something really, really hard."

"I dunno. I don't want him to get hurt." Applejack said nervously "If that happens, Twilight will kill me for sure."

"Puh-lease. He'll quit way before there's even a chance of getting hurt!" Rainbow Dash replied confidently "Just leave this to me!"

"I hope you know what you're doin', Rainbow Dash." Applejack whispered anxiously.

"Everything is under control." Rainbow Dash whispered in reply, and turned to Spike "Sooo, Spike, Applejack was gonna help me stack some hay so I could practice smashing through it, but I'm feeling extra, extra powerful today."

"You are?" Applejack asked.

"Yeah, I am." Rainbow Dash quicky replied. She knew Applejack was a terrible actor, so she had to make this up as she went along in order for Spike not to suspect anything. "So instead of hay, I'm gonna smash through rocks!"

"Rocks?" Spike asked. He couldn't understand why Rainbow Dash would want to do such a thing. She might sometimes push herself too hard, but she wasn't stupid.

"Yeah! A huge tower of rocks!" Rainbow Dash said eagerly "And you're gonna build it for me!"

"I am?" Spike asked nervously. Had Rainbow Dash lost her mind?

"Yeah, I mean, unless you don't wanna help Applejack." Rainbow Dash suggested.

"Of course I do!" Spike said seriously "It's a part of the 'Noble Dragon Code'!"

"Then what are you waiting for?! Get to it!" Rainbow Dash told Spike, then she turned to Applejack and whispered "This is gonna work like a charm, just you wait and see."

Unfortunately for Rainbow Dash, Spike proved to be more determined than she anticipated. Not only he had not gotten hurt, but he had managed to build a massive tower, made up entirely of rocks. He'd set it up in the fields outside Sweet Apple Acres.

"Huh. I was so sure he'd give up after, like, three rocks." Rainbow Dash said nervously to herself "Guess I thought wrong."

Fluttershy was passing nearby, when she saw what was going on. Applejack quickly informed her of the situation. "Oh, goodness. If it'd been me, I'd have just pretended I didn't have anything for him to do and sent him away." she said in reply.

"Why didn't I think of that in the first place?" Applejack asked herself "Would've saved me all this trouble."

"Is that high enough for you?!" Spike called down.

Rather than take chances Applejack called up "That's quite high enough if you ask me! Come on down, Spike!" Spike did so with ease.

"Well, the bad news is he actually built that entire rock tower." Rainbow Dash said nervously, and gulped "But the good news is... I've got a rock tower to knock down.

"Ooh, I don't think that's a very good idea Dashie." Pinkie Pie said nervously, arriving on scene "I know rocks, and trust me, they're not something you can just smash your way through."

"I know that Pinkie, but I gotta do it." Rainbow Dash gulped.

"Don't say I didn't warn you." Pinkie Pie replied.

Spike, for his part, wasn't worried at all. If Rainbow Dash had asked for his help to build a rock tower, she obviously had to know what she was doing. "Haha, yeah! You can do it!" he encouraged.

Rainbow Dash decided it was no use trying to delay things any further, and with a flap of her wings she was off.

"Oh, I can't look!" Fluttershy said nervously, and turned away just before Rainbow Dash made contact with the rock tower. There was a crash, and some of the rocks on top were knocked loose. Luckily, Rainbow Dash wasn't hurt.

"That... was... awesome!" Spike exclaimed, completely ignoring the fact that a huge boulder was just about to crash on top of him. Sure enough, there was a thud, and the boulder hit the ground. Everypony (except for a rather dazed Rainbow Dash) gasped in horror. But to their relief, Spike emerged from behind the boulder, having evaded it at the last second. "Wanna do that again, Rainbow Dash?" he asked "I'm sure Applejack wouldn't mind if I rebuilt for ya. And of course, I pride myself on a job well done."

"I think Rainbow Dash has had enough for one day." Pinkie Pie replied "She's looking worse than me after that one time I tried to follow her crazy stunts. Let's just say, that's an experience I hope I'll never have to repeat."

"She seems fine to me." Spike said innocently "She can always take a beating, right Rainbow Dash?"

"Sure! Why not...?" Rainbow Dash stuttered, barely able to keep herself airbone in her dazed state.

"No! I mean, I don't think Rainbow Dash needs any more of your help. Or my help for that matter." Applejack spoke up.

"Just look at her, it's a miracle she hasn't crashed yet." Pinkie Pie commented "Say, Dashie. How many hooves am I holding up?"

"Two! No, wait, four! I mean two! I mean.. oh for pete's sake can you hold them still?!" Rainbow Dash complained, not realizing that Pinkie wasn't holding up any hooves.

"See what I mean?" Pinkie Pie whispered.

"I'm fine as well Spike." Applejack went on "I just can't think of one more thing I need help with."

"What do you mean you can't think of anything else I can help with?" Spike asked. Surely Applejack was pranking him, there was no way there wasn't something she needed help with.

"Exactly that! There's nothin' else." Applejack said seriously "So why don't you just take a break for right now, and I'll call you if I need help."

"But, if I don't help you, then how am I suppose to know I'm a noble dragon?" Spike asked frantically "I made that code for a reason."

"Well, I–" Applejack began, determined to set Spike straight. This had gone on for long enough in her book.

Unfortunately, Spike interrupted Applejack before she could say anything else. At this point, he was willing to try anything and everything to continue to serve Applejack. "Maybe there's things you need help with, but you don't even realize you need help with!" he said quickly.

"If she needed help, I think she'd realize it." Pinkie Pie replied "Applejack's not one to get in over her head."

But Spike wouldn't listen. "Maybe not! Maybe Applejack needs help realizing what she needs help with. Like... maybe your back itches! I know that can sneak up on you. Let me fix that!" And he proceeded to use his claws to give Applejack a back rub.

Applejack was going to complain, but her back had been feeling awfully sore for the past couple of days. She hadn't said anything, but it was really starting to bother her. Now, however, her back much more comfortable. "Huuuuh... that does feel... good..." she admitted, letting out a sigh of content.

Spike laughed nervously "See? Or you might need help remembering your favorite song!" he added.

"What are you talkin' about, I don't have a favorite song." Applejack complained.

"You do now." Spike replied "Sing it with me! 'The dragon is the finest creature ever, there's more to him than just guarding treasure.'"

"Uh, I don't think that's her favorite s-" Fluttershy commented.

"Or... you might need help breathing!" Spike interrupted, and raced away to fetch something.

"Breathin'? I certainly do not–" Applejack protested, but before she could finish Spike inserted the tip of a bellows into her mouth, and began to pump her full of air. Pinkie Pie and Fluttershy couldn't help but laugh, as Spike pumped Applejack up like a balloon. In a matter of seconds, Applejack looked like she was about to burst, and she did. Just like air being let out of a balloon, Applejack soared through the air with a speed that would make Rainbow Dash jealous. In a matter of seconds, she was back to normal. But now her patience was starting to wear thin.

"See? There are plenty of things I can help you with, and you don't even have to trouble yourself with thinking of them!" Spike explained.

"No thank you, I'll think of em' myself. So lemme think of em'." Applejack said crossly.

"As you wish." Spike replied happily.

"Pinkie Pie, Fluttershy. Why don't the two of you make sure Rainbow Dash got home safely?" Applejack asked, she wanted them both gone so she could talk to Spike in private for a little bit and set everything straight.

"Fine by me. Let's go, Pinkie." Fluttershy said, and she and Pinkie Pie set off to go find Rainbow Dash.

Now, Applejack and Spike were alone. Applejack said nothing for a moment, trying to think of how she could put what she was about to say as nicely as possible, while still ensuring Spike understood what she was going to tell him. "Spike." she said, looking the dragon in the eyes.

"Yes Applejack?" Spike asked "Do you need my help with something?"

Applejack sighed, the time had come to put an end to this whole "life debt" problem. She didn't mind the fact that Spike wanted to help her, but she knew his place was with Twilight. She had to put things right, and nopony but herself could do it. "Listen, I know how much you want to feel like a noble dragon, and that this 'life debt' arrangement of yours is really important."

"Glad you realize that." Spike said with a smile, but it was quickly replaced with a look of confusion "What are you trying to say?" he asked.

"The thing is, I just can't keep goin' through life knowin' that you're servin' me. You're not my servant, and it's not right of me to have you as one." Applejack explained.

"But I'm not a servant, I'm merely offering you my services as a good friend." Spike replied.

"And that's why this 'life debt' is foolish." Applejack went on "I saved your life, and you wanted to repay the favor by helpin 'me out a bit. That was mighty fine of you, and I really appreciated it. But now that you're tryin' to do all these things for me, just because that code of yours says so, it's just not somethin' I'm okay with."

"But Applejack, I told you already, that code is my way of knowing that I'm a noble dragon!" Spike protested "Without it, I could become that greed filled monster I was on my birthday last year."

"Spike, with all due respect, that's a bunch of hogwash!" Applejack said bluntly "That only happened once, and you felt mighty bad about it afterward. You know now what caused it, and you know now that no one thinks any less of you because of it. I don't know what those teenage dragons were like, but I'm pretty sure they were the exception and not the rule in regards to your species."

"Are you saying, I don't need a 'Noble Dragon Code' in order to be a noble dragon?" Spike asked Applejack, hoping beyond hope that he wasn't misreading the situation.

"That's exactly what I'm sayin'." Applejack nodded "We're good friends, and we always will be. We don't have to do each other favors just because one of us saved the other's life. It's foolish at best, and selfish at worst. But that's not the most important thing that you've forgotten since you got hung up on that there code of yours."

"So then, what is important?" Spike asked, though he could already guess what the answer was.

"There's somepony who's been a part of your life since day one." Applejack explained "A pony that has made it clear on numerous occassions that you're her son, and that she cares deeply about you. A pony who has worked hard to raise you, and a pony who took you into her life out of the kindness of her heart. She may not always recognize just how important she is to you, but she loves you with all her heart. And when you ran off to serve me, I can guarantee you broke her heart far worse than when Discord made her think friendship wasn't important anymore."

"You're talking about Twilight, aren't you?" Spike asked.

"Of course I am." Applejack replied "But it's not too late to make things right. Go back to her and let her know just how much she means to you. I'm pretty sure she'll welcome you back with open hooves. Like she's said in the past, you're her son. And without you, her life just isn't the same."

"You're right Applejack." Spike said sadly "I have to go back to Twilight. I just hope I haven't broken her heart so much that she refuses to accept me. Do you think I should do anything special to make it up to her?"

Applejack shook her head "I don't think so, but that's for you to decide. I can't help you on this, it's somethin' you gotta do on your own."

"I see." Spike replied, and set off for The Golden Oaks Library, where he knew Twilight would probably be trying to distract herself with her studies. "Wish me luck." he called to Applejack.

Applejack just smiled "I know Twilight enough to know she won't stay mad at Spike. Everytime she's told me about how wonderful Spike is, I can sense the motherly affection she has for him."

Just as Spike had assumed, Twilight was busy reading through one of the books Princess Celestia had assigned her. From the looks of things, she seemed perfectly content. No one would've assumed that, not long ago her heart had been broken pretty badly.

"Twilight?" Spike called nervously.

When Twilight heard Spike's familiar voice, she slowly put down her book. This was most certainly going to be important. Slowly, she turned around, and came face to face with the baby dragon that was her son, and until recently had been her number one assistant. Now Spike could see just how upset she was. Her eyes were still red from crying, and her mane and tail looked rather messy compared to their usual pristine condition. "Spike?" she asked "Is it really you?"

"Yes Twilight, it's me." Spike said with tears in his eyes "I'm back."

"Oh Spike, I'm so happy to see you again!" Twilight exclaimed, and embraced Spike in a hug "I've missed you so much!"

"I know you have." Spike replied "I'm ready to be your number one assistant again."

"But what about that 'Noble Dragon Code' of yours?" Twilight asked "I thought that was more important to you than anything else?"

"It was, until I realized what was even more important." Spike explained.

"And that would be what?" Twilight asked Spike.

"Your love of course." Spike replied with a sincere smile "I'm sorry I couldn't see that earlier."

"That's okay Spike." Twilight said, also smiling "I'm just glad to have you in my life again. You truly are the son I've never had."

"Thanks for understanding, Mom." Spike said softly.

"Tell you what Spike?" Twilight asked "Seeing as I've pretty much completed all but a few of these books, why don't I take the time tomorrow to go down to town hall and officially make you my son?"

Spike was amazed, he couldn't believe what he had just heard "You'd really do that for me, even after what I did?!" he exclaimed.

"Of course I would Spike." Twilight said with a motherly smile "After all, isn't that what you want more than anything?" Spike just nodded. It was good to be back. He knew now, that he didn't need to have a special code to be a nobel dragon. He was a noble dragon just by being himself, and doing things because they were the right thing to do.

Author's Note

And so, the unholy Spike triology has been concluded. Now it's on to the episodes that kickstarted the Equestria Games arc. They are not necessarily as bad as the other episodes on this list, but they certainly have some problems that will need to be worked out.

As for this episode, it sucks primarily because Spike is so incompitent and somehow unable to do things he previously did with no trouble at all. There's not doing your research, and then there's just not caring about continuity at all.

But on top of that, this episode suffers from a storytype that is incredibly cliched and predictable. In every single cartoon that has ever used the life debt plot, the story has always been the same. So rather than go that route, I decided to do something a bit more original and touch on a serious problem that stems from Twilight flat out ignoring Spike for no good reason. At this point in the show, she had no excuse.

I still stuck with the focus on Applejack, since many people can agree that Applejack was actually potrayed really well even though the focus was suppose to be on Spike. This episode came closer than any episode in the first three seasons, to testing Applejack's honesty.

Hopefully, I'll have the next rewrite out within a week. But time will tell. And before you ask, no, regardless of how they turn out, no Season 5 episodes will appear on this list. That being said, it will be possible for them to appear on future "What If" installments if I decide that I can change them up enough to make them good. For now though, let's just see how Season 5 turns out, and let's hope they don't screw up too much.

Episodes to be rewritten:
~~The Show Stoppers~~
~~Owl's Well That Ends Well~~
~~Dragon Quest~~
~~Spike at Your Service~~
Just for Sidekicks
Games Ponies Play
Bats!
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me

Previously rewritten episodes:
Boast Busters
Look Before You Sleep
Feeling Pinkie Keen
Green Isn't Your Color
Over A Barrel
Luna Eclipsed
The Cutie Pox
Hearth's Warming Eve
The Super Speedy Cider Squeezy 6000
It's About Time
One Bad Apple
The Show Stoppers
Owl's Well That Ends Well
Dragon Quest

S3 E11: Just For Sidekicks (What If?)

Despite promising to use his magic for good, instead of evil, Discord was not seen or heard from in the time since Princess Celestia's visit to Ponyville. Supposedly, he had told Fluttershy he was going away on a vacation. "It's been a long time since I took in the sights of Equestria." the wity spirit had said just before he departed "If I'm really going to make myself helpful, then I need to familiarize myself with the land."

With Discord's abscence, things in Ponyville soon went back to normal. Twilight continued her advanced magical studies, with Spike continuing to happily serve her as her number one assistant.

One fine morning, Spike was busy making himself a jewel cake. He tried his best not to eat all the gems before he could put them into the cake, though that was easier said than done.

Suddenly, Twilight called out "Spike, can you come here for a moment? I've got some news that I think you'll be very interested to hear about."

Spike sighed, and put down the bowl that was filled with the batter for his jewel cake. "What did I do wrong this time?" he thought to himself. Twilight usually didn't call him away when he was busy with something, and the few times she did it was usually to scold him for a misbehavior. She hadn't exactly been thrilled when he tried to start a pet sitting service in exchange for some extra gems.

To Spike's surprise, when he entered the main room of the library, Twilight didn't seem upset at all. In fact, she was smiling. Something had to be up, but what?

"Sorry to tear you away from your baking." Twilight apologized "I know how much you were looking forward to that cake.

"What did you want to see me for?" Spike asked "It has to be important, I don't think I've ever seen you in such a happy mood before. Except maybe for when you completed the paperwork to make me your legally adopted son."

"You remember the Crystal Empire, right?" Twilight asked Spike.

"How could I forget? That place was amazing." Spike said happily "What does that have to do with anything?"

"Well, I've got good news." Twilight explained "Princess Cadence just sent me a message this morning. She says that the Crystal Empire is being considered for the Equestria Games, and she wants my friends and I to help welcome the games inspector, the pony who gets to decide whether or not the empire gets the games."

"That's great, except for one small problem." Spike said glumly "She didn't invite me to come along. Looks like another fine adventure I'll be missing out on."

"Spike, do you really think I wouldn't be upset at the news as well?" Twilight asked "I'm sure Princess Cadence won't mind if you tag along with me and the rest of the girls. And I'm sure the crystal ponies would love to see you again, considering you were the one who saved their empire."

"Really?! I get to go to the Crystal Empire?!" Spike exclaimed. Twilight nodded. "Oh thank you Twilight, thank you so much!" Spike said happily, and he gave Twilight the biggest hug he could. "So, when do we leave?"

"That's why I needed to talk to you." Twilight explained "You'd better start preparing Spike, we've got to catch the train to the empire first thing tomorrow. Princess Cadence is counting on us!"

Spike was delighted, then a thought struck him "What about Owlowiscious? Who's going to look after him while we're away?" he asked. Ever since Twilight had made Spike give PeeWee back to his family, Owlowiscious had become Spike's pet just as much as he'd been Twilight's pet.

"The Cutie Mark Crusaders agreed to do it." Twilight told Spike "And Cheerilee is going to check up on them to make sure they don't get in over their heads. Besides, we should only be gone for the day."

"I see." Spike replied "Well, I just hope Owlowiscious doesn't try to go after Angel. From what I hear owls and bunnies don't really get along."

"I'm pretty sure Angel knows better than to play tricks on Owlowiscious. Owls are quite wise." Twilight explained.

"No kidding." Spike said with a grin "Well, guess I'd better tell Owlowiscious the news. I just hope he didn't steal all of my jewels again." And he raced happily away. Twilight just smiled, it would be nice to have Spike accompanying her again.

The next day came quite fast, and before long Twilight, Spike, and the others, were all on their way to the Crystal Empire. Everyone was excited, except for Twilight. She knew that the empire would be subjected to a very extensive inspection. If even one thing was out of place or not up to par, it could be enough to cause the games to go to another city or town.

As it turned out, Rainbow Dash knew all too well how it felt for any place in Equestria to be considered the host for the Equestria Games, only to be passed up. "When I was just a filly, Cloudsdale was considered to host the games." she told the others "Everypony was certain we'd be chosen, especially since we did such a good job of preparing for our inspection."

"So, what happened?" Rarity asked. She already knew that Cloudsdale ultimately didn't get the games, but she was curious as to why that was the case, and where the games had gone to instead.

"Well, when the day of the announcement came, everypony who was anypony was there." Rainbow Dash explained "I remember it like it was yesterday." Already, the dreadful memory came flooding back to her mind.

A filly Rainbow Dash was standing on top of her coach's head, holding a Cloudsdale flag in her mouth. Her coach, Rainbow Blaze, had tried to tell her that Cloudsdale hadn't earned the games yet, but Rainbow Dash was too excited to listen. If she had, she would not have been so thoroughly crushed by what happened next.

The mayor of Cloudsdale, a young pegasus mare no more than 30 years of age, with a coat as white as snow and a light yellow mane, stepped up to the podium to make the announcement. "And the Equestria Games go to, the city of Fillydelphia." she announced "That is all."

"Noooooooooo!" the filly Rainbow Dash exclaimed, dropping the flag from her mouth. It didn't make sense, why did Fillydelphia get the games instead of Cloudsdale?

"I later found out that Cloudsdale was passed up because of concerns about the abnormally large griffon population living there." Rainbow Dash explained, as the memory receeded "Back then, griffons were newcomers to Equestria, and most ponies were afraid of them. The commitee in charge of the games didn't want to take any chances. To this date, Cloudsdale has yet to host the games."

"I never knew about that." Rarity replied.

"Well, you do now." Rainbow Dash said glumly "That's why it's all the more important that we make sure to pull out all the stops! Those crystal ponies already suffered enough just being gone for 1,000 years, they certainly don't need the added heartbreak of losing the Equestria Games!"

"For once, I actually agree with Rainbow Dash, as much as it pains me to say it." Twilight admitted "King Sombra may be gone, but he caused a lot of damage during his brief reign of terror. This is the empire's chance to show the rest of Equestria how far it's come in such a short amount of time."

"Don't worry Twilight, we won't let you down!" Pinkie Pie said with great confidence.

"That's great, but just to be on the safe side, let's run through the welcome routine one more time." Twilight replied.

The other mares groaned, they'd practiced it so much it was practically impossible for them to forget it. But they reluctantly decided to do the whole thing one more time, just to satisfy Twilight. It was obvious she was taking a personal interest in the outcome of this trip. As Twilight teleported over to join them, they began to chant:

Two, four, six, eight!

Name a place that's really great!

Just then, the train began to lurch as it slowed down and pulled into the station. This sudden movement was enough to throw everypony off balance, and the pyramid they had just formed collapsed.

"Is everypony alright?" Spike asked.

"We're fine Spike." Twilight said, as she looked around. Outside of a few dizzy heads, nopony was hurt.

"We have arrived in the Crystal Empire." the conductor called, as he made his way through the coaches "Watch your step as you get off the train."

"Probably should've watched our step while we were still on it." Applejack complained, as she lifted herself up from underneath Pinkie Pie. No one said anything else, but Applejack, Rarity, Rainbow Dash, Pinkie Pie, and even Fluttershy, cast Twilight a few angry glares as they stepped onto the station platform.

"So, where are we going exactly?" Spike asked, as the group left the station. Everywhere they looked, they could see crystal ponies rushing to and fro, doing their best to make the Crystal Empire look spotless. Their hard work was easy to notice, the buildings that had been cleaned and polished, sparkled in the sunshine. Everypony in the empire was excited.

"Princess Cadence already told me where to meet up in the letter she sent yesterday." Twilight replied "Follow me." So everyone followed Twilight, and before long they came to a quaint little spa nestled just outside the center of the empire.

When they got inside, Rarity was immediately overwhelmed with joy at the sheer beauty that she saw all around her. The spa was the most gorgeous sight she had ever seen.

In the distance, Twilight spotted a familiar pink alicorn with violet, rose, and gold locks. "Cadence!" she exclaimed happily, and instantly raced over to greet the crystal princess.

"Twilight! I'm so glad you could make it!" Cadence replied happily, and she and Twilight began to perform their special greeting. "Sunshine, sunshine, lady bugs awake. Clap your hooves, and do a little shake." The sister in-laws giggled.

As the secret hoofshake was being performed, Rarity was busy taking in the sights of the crystal spa. Needless to say, she was amazed. "Oh, my. This is spectacular." she exclaimed "Please, everypony, stand back! I need air!"

"Go right ahead and help yourself to whatever you'd like. It's all complimentary for the welcome committee." Princess Cadence said to Rarity.

Rarity looked around, and suddenly her eyes rested on a most unusual sight. There was what seemed to be a small pool, filled with some sort of crystal like substance "Ooh-hoo-hoo-hoo! What's that?!" she asked Princess Cadence.

"Oh, that's a crystal mud bath." Princess Cadence told Rarity.

"A crystal mud bath? I don't even see the point of a regular mud bath." Spike spoke up.

"It relaxes your body and rejuvenates your coat." Princess Cadence explained "Now, I realize it can be kind of strange to climb into mud, but if you'll just give it a chance, I'm sure–"

Just then, Pinkie Pie let out a "Woo-hoo!" and dive bombed into the crystal mud bath.

This made Twilight cross "Pinkie, no!" she scolded "This isn't the time to be taking a crystal mud bath!"

Pinkie Pie just giggled in response "Ahh, so relaxing!" she said with a sigh of relief. "Relax Twilight, Cadence said we can help ourselves to whatever we like. Don't be such a stick in the mud. Get it, 'stick in the mud'?"

Everyone laughed, except for Twilight. Pinkie Pie was embarassing her in front of Princess Cadence and she did not like that at all. "Pinkie Pie! Honestly! Must you make a fool of yourself everywhere we go?!" she snorted, steam coming out of her nostrils.

"Uh-oh! I think she's gonna blow!" Spike shouted.

"Everypony take cover!" Rainbow Dash warned.

Luckily, before Twilight could literally burn up with anger once again, Princess Cadence calmed her down. "Repeat after me Twilight." she instructed.

"No, I need to set Pinkie Pie straight before she embarasses the entire empire in front of the games inspector!" Twilight said crossly.

"Just do as I say, you'll feel much better." Princess Cadence assured Twilight "Breath in." And with that, Princess Cadence took a deep breath. Twilight did the same "Now, breath out." Princess Cadence continued, and let the deep breath out. Twilight did the same, and just as Cadence had said she felt much less angry. Cadence's technique had worked like a charm.

"Thanks, I'll have to remember that for next time." Twilight said to Princess Cadence.

"Trust me, it'll come in handy more often than you might think." Princess Cadence told Twilight "But Pinkie has the right idea, go ahead and have a good time."

"Where's Shining Armor?" Twilight asked.

"He's been coaching the team that will represent the Crystal Empire in the Equestria Games." Princess Cadence explained "If you need his help, you can find him at the newly constructed crystal stadium."

"Sounds like my kind of place." Rainbow Dash commented.

"In the meantime, I've got to get ready. I need to have my ceremonial headdress done before the inspector arrives." Cadence went on, sitting down on one of the spa chairs.

Rarity was surprised at Cadence's last statement. "What's all this about a ceremonial headdress?" she asked.

"When meeting with important guests, it was tradition for rulers of the Crystal Empire to weave crystals into their manes in a very specific way. The Games Inspector is known for doing her homework. She'll certainly be expecting my look to reflect the importance of her visit." Cadence said in reply.

Just then, the spa door opened and a crystal pony with a sparkling blue coat came running in. She was out of breath, and seemed very concerned about something. "Terribly sorry to interrupt, but I have urgent news for Princess Cadence." she panted.

"Oh dear, I hope everything's alright." Fluttershy whispered to Spike.

"I'm right here Mercury, now calm down and tell me what's on your mind." Princess Cadence instructed.

"Mercury" took a deep breath, and explained "I-I have two pieces of news for you. First, your mane stylist has the flu and won't be able to make it for fear of you catching it, too."

"Oh. Well... I hope she gets better soon." Princess Cadence replied sweetly, then she turned to the other crystal ponies in the spa "Do any of the other stylists here know how to do the traditional royal ceremonial headdress?"

Each of the stylists replied with a shake of their heads. Needless to say, Princess Cadence wasn't pleased to hear the news. Rather than make a scene however, she took a deep breath and let it out. "Just a... small detail. I'm sure the inspector will understand." she said kindly "We certainly can't have the crystal princess sneezing up a storm during the inspection."

Rainbow Dash was not pleased to hear that news "Whoa, whoa, whoa! You're trying to land the Equestria Games here. There is no such thing as a small detail!"

"Rainbow Dash!" Twilight scolded "You're not helping!"

"I suppose... I could give it a shot." Rarity volunteered.

"Way to step it up, Rarity!" Spike cheered.

Princess Cadence was surprised, but remained calm "Oh, Rarity, you would do that for me?" Rarity nodded, and Cadence proceeded to unroll a massive scroll with her magic "Fortunately, I have all the precise instructions right here."

"Oh, my!" Rarity exclaimed nervously, were there really so many instructions?

"You sure you're up to this?" Princess Cadence asked Rarity.

"She has a point there." Spike said to Rarity "This looks like a big job."

Rarity gulped, but plucked up courage "Working on the hair of royalty on such an auspicious occasion is the opportunity of a lifetime! I will give it everything I've got!" she vowed.

"See? No worries! Everything is under control." Twilight said to Rainbow Dash.

"Can you blame me for thinking it wasn't?" Rainbow Dash replied "We're lucky Cadence had that instruction sheet. We won't get lucky a second time."

"Will you stop it before you jinx us?" Twilight said crossly "We'll be just fine, as long as you stop running your mouth every five seconds."

"Now girls, this is not the time to start fighting. We're better then this." Fluttershy scolded.

"Besides, the Games Inspector isn't expected for several hours. I'll have plenty of time to figure out exactly how to... do... this..." Rarity said nervously, eyeing the list of instructions.

"Oh, Rarity, that's wonderful!" Princess Cadence said with a smile "Now then Mercury, you said you had a second bit of news for me?"

"Yes, and I'm afraid you won't like it." "Mercury" said glumly "The Games Inspector, Ms. Harshwhinny, will be arriving on the... next train."

Everyone present in the spa gasped in horror, this news had come at the absolute worst time possible. "What!? Why couldn't you have told her that news first!? That's fifteen minutes from now!" Rainbow Dash shouted "We'll never manage with such a tight deadline, we're sunk!"

"Not if I can help it!" Twilight said, and quickly took charge of the situation. "Rarity, how long will it be until you have Cadence ready to go?"

"Hmmmm... I'm sure I can find some shortcuts." Rarity replied, looking at the instruction sheet again "It might take a while, but I'll get it done."

"Can you have her ready to meet us back at the castle by the time Ms. Harshwhinny arrives?" Twilight asked.

"That's a bit of a stretch I'm afraid." Rarity confessed "Even with the shortcuts, I don't think Cadence will be ready until after Ms. Harshwhinny shows up."

"I'll stay with Rarity." Spike volunteered "I have a feeling she's gonna need the help of my extra thick scales and moral support."

"Okay, we'll be fine." Twilight said calmly, and picked up a note from "Mercury" "It says here that we should be on the look out for an earth pony mare, about average height, with red flower print luggage. Ms. Harshwinny refuses to disclose the remaining details of her identity, wishing for them to remain unknown."

"Obviously to keep us in the dark and avoid any chances of corruption." Rainbow Dash concluded "If nopony knows exactly what she looks like, nopony has the chance to bribe her or trick her."

"Unfortunately for us, it also means we won't know who to keep an eye out for at the train station." Applejack added nervously.

"We'll just have to play it by ear and use what information we have to narrow our search." Twilight replied "Come on, let's move it!" And with that, Twilight, Pinkie Pie, Rainbow Dash, Applejack, and Fluttershy, raced out of the spa and headed for the train station.

Now, Rarity and Spike were alone with Princess Cadence in the spa. "Well, no sense beating around the bush. Let's get to work." Rarity said nervously, using her magic to bring up the necessary styling supplies.

A short time later, Rarity was still working on Princess Cadence's mane. Taking a break from serving as a pin cushion, Spike watched anxiously.

"So, uh... how's it going so far?" Princess Cadence asked, breaking the silence "Is everything alright?"

"Oh, I'm so sorry... It's just... oh so complicated. " Rarity replied, before letting out a nervous laugh "Don't worry, I can fix it!"

"Fix what?!" Princess Cadence asked Rarity.

"Well, I-I was looking for shortcuts and I thought step twelve was optional! But it's not!" Rarity explained, and levitated a mirror to show Princess Cadence the disastrous state her mane was in. Her mane looked like it had been exposed to too much static electricity, and looked incredibly messy and unwelcoming.

"I thought you knew what you were doing, Rarity!" Spike said crossly "Twilight's not gonna be happy when she finds out about this!"

"I'm really sorry Princess Cadence, I promise I'll make this up to you somehow." Rarity apologized, and automatically set to work on trying to fix her mistake.

"I must say Rarity, I'm disappointed in you." Princess Cadence said in a tone that was both gentle and cross at the same time "I never would've expected somepony like you to take shortcuts."

"Well, this mane style is unlike anything I've ever done before. I never even knew it existed until I came to this spa." Rarity explained "Not to mention, there's that bumped up deadline to worry about. If Ms. Harshwhinny wasn't already slated to arrive by now, I'd have more time to follow the steps to the letter."

"Even so, I thought you of all ponies would understand the importance of not cutting corners." Princess Cadence continued "As a matter of fact, I have a story that I used to hear all the time as a filly. And it warns against the dangers of taking unnecessary shortcuts."

"A story huh, count me in." Spike said eagerly.

"It's not like I'll be going anywhere." Rarity sighed, as she started to work on rinsing Princesss Cadence's mane so she could start again "Let's hear that story."

"Very well then. Keep in mind, it's been years since I last heard the story, so I may not be able to recall exactly how it goes." Princess Cadence told Spike and Rarity.

"Doesn't matter to me." Spike shrugged.

"Same goes for me I suppose." Rarity agreed "As long as it takes my mind off my failure I'm all ears. Maybe by the time you finish I'll be able to complete the styling."

Before Princess Cadence could begin to tell her story, Twilight came trotting into the spa, humming lesiurely to herself.

Rarity was alarmed, and with a gasp raced over to meet Twilight before she could go far. "W-What are you doing here? What's going on?" she asked nervously.

"We finished the welcome committee song, but we've run into a slight problem." Twilight explained "I figured Princess Cadence would know what to do. Is she ready?"

"No, no! Princess Cadance isn't ready. Something's gone terribly wrong!" Rarity said frantically.

"But I need to speak to her, it's urgent!" Twilight demanded.

"You can't! You mustn't!" Rarity pleaded.

"She's right I'm afraid. Rarity messed up big time." Spike explained.

"As a result of my mistake the princess is in the middle of a delicate conditioning rinse that must go perfectly if there's to be any hope at all for her hair!" Rarity added, blocking Twilight's view of Princess Cadence.

"Come on, how bad could it possibly be?" Twilight asked innocently.

"Imagine her mane turned into a porcupine." Rarity explained, using her magic to briefly style Twilight's mane to show what it that would look like.

"Ew. Sorry I asked." Twilight replied, as Rarity returned her mane to normal "But what am I suppose to do? I need Cadence's advice!"

"Why don't you ask Shining Armor?" Spike suggested "Don't you remember, Cadence said he'd be at the crystal stadium coaching the team. I'm sure he can help you out."

"Of course, why didn't I think of that before?!" Twilight gasped.

"You go talk to Shining Armor, and hopefully you'll find the answer to your problem." Rarity said kindly, as she escorted Twilight out of the spa "Princess Cadence still needs my help. I assure you that I will bring her back from the brink of tragedy no matter what it takes, but you have to buy me some time to work a miracle. There's no other way!" And with that, Rarity shut the spa door.

"What was that all about?" Princess Cadence asked Rarity.

"Twilight came here asking for your advice, I told her to go talk to Shining Armor." Rarity explained "Apparently, something's come up. But I'm sure that whatever it is Twilight and the others can handle it."

"Now, let's hear that story you were going to tell us." Spike encouraged.

"Well, alright. Listen carefully." Princess Cadence instructed, and this is the story that she told Spike and Rarity:

Once upon a time, there were two young earth pony foals named Hoofel and Greta. Hoofel had a brown coat, red eyes, and a dusty black mane and tail, while Greta had a red coat, blue eyes, and a yellow mane and tail styled into pigtails. Hoofel was a colt, and Greta a filly, and they were brother and sister. Neither of them had their cutie mark, but they didn't care. They loved to take strolls through their little village, and on occassion, into the nearby woods.

Hoofel and Greta had a tendency for getting into trouble. Their parents always told them to be careful, but they never listened. Some of the villagers were heard to say "Those two are gonna be sorry someday."

That day came, sooner than anypony had expected. It started off as any other day for Hoofel and Greta. They woke up, had breakfast, played for a little bit, then set off to do their daily chores.

One of these chores involved delivering some baked goods to a town on the other side of the woods. Their parents had warned them specifically "Do not wander off of the main path at all. The woods are very large, and thick with trees. It is very easy to get lost."

"Relax mom and dad." Hoofel and Greta had said in reply "We will be just fine. We know the way, and have made the trip several times before. We shan't be long."

As they made their way through town, and towards the edge of the woods, a few of the local villagers asked the children "Where are you going?", to which they replied "Through the woods to the next town of course. Mom and dad need the money from our deliveries."

To the surprise of the children, each villager would then repeat to them the warning their parents had given them. A few even said "There is a unicorn witch that lives in those woods. They say she prays on colts and fillies that are unfortunate enough to pass by her house. If she finds you, she will undoubtly gobble you up."

Greta was worried at the prospect of a witch, but Hoofel brushed off the warnings as the villagers letting their imaginations get the best of them. "We have been through those woods hundreds of time, and have never once met this 'witch'. And even if we did meet her, she would not to be able to outsmart us."

Hoofel and Greta soon forget all about the warnings, as they entered the woods. They knew the trail to take by heart, but then Hoofel made a suggestion that would change everything. "Let's take a shortcut, I have heard that there's a much quicker route through the woods that is not too far from the route we normally take." he said to Greta "With it, we can make the trip in half the time it normally takes us."

Greta was not thrilled with the idea. "Don't you remember what the villagers told us?" she asked Hoofel "If we take a shortcut, we might run into that unicorn witch. And if we meet her, she will gobble us up."

"Don't tell me you believe those tall tales too?!" Hoofel groaned.

"Why do we even need to take a shortcut, the path we've always taken works just fine." Greta said nervously.

"I'm tired of always taking the same route." Hoofel complained "Aren't you curious as to what we might discover on our new path?"

"Well... yes, of course." Greta replied.

"Then it's settled, we're taking that shortcut." Hoofel said with a smile "We'll be through these woods, and into the center of the next town in half the time." And with that, Hoofel and Greta wandered off to find this "shortcut".

Greta was counting on Hoofel to know the right way, as they wandered through the unfamiliar part of the woods. After passing by what appeared to be the same tree three times in a row, Greta finally asked Hoofel "Do you know where we're suppose to go on this 'shortcut'?"

Hoofel growled "No, I don't!" he admitted "How am I suppose to know though?! I told you that we have never taken this route before! I was told it was a quicker way to get through these woods!"

"If that's true, then why did you not ask the pony who told you about this 'shortcut' where to go?!" Greta complained.

"I did not have time! Mom and dad have always told us to be back by sundown, and it was getting late when I overheard a stallion talking about a shortcut through the woods." Hoofel explained.

"Just great." Greta said sarcatically "We're lost. Now, not only will we be ignoring mom and dad's advice, but we will also be late on our deliveries to the next town! The ponies there will complain, and mom and dad will be very upset with us! We will be grounded for weeks!"

"No we won't." Hoofel replied.

"Of course we will. We have no clue where we are, or where to go!" Greta complained.

"There's a nice little house just up ahead. I'm sure that whoever lives there can tell us where we are, and where to go." Hoofel said, pointing a hoof to a quaint little house nestled amongst the tall trees.

Suspecting nothing, Hoofel and Greta trotted up to the house. Upon closer inspection, the house seemed to be made out of gingerbread. Frosting lined the walls and roof, a peppermint hung on the door where one would normally find a door knob or knocker. From the chimney wafted the familiar smell of cinnamon. Giant candy canes lined up on either side of the path before the steps. Almost at once, the two children's mouths began to water. The whole place looked good enough to eat.

"Well, this is certainly a treat." an unfamiliar voice replied. Hoofel and Greta turned around to see a unicorn mare with a dull gray coat coming up the path as well. She looked incredibly old, yet still seemed to be in fairly good health for her age, as was evidenced by lack of a cane or walker. Her mane was almost unrecognizable from the thick black cloak she wore, but traces of it hung out as she walked. It looked like it had once been curly and poofy, but had gone limp over time. The only way Hoofel and Greta were able to notice it, was because of its ghostly white color, which matched the dull green eyes to an almost creepy degree. Due to the cloak, the children were unable to see her cutie mark.

"Are you the owner of this house ma'am?" Greta asked.

"How very perceptive of you young mare." the unicorn mare replied, with each breath her age showed quite heavily. "And who might you two be?"

"My name is Hoofel, and this is my sister Greta." Hoofel explained, pointing a hoof to himself and then to Greta "We're sorry to intrude, but we've gotten a bit lost."

"Oh you poor things." the mare said sympathetically, though her voice made it sound almost creepy "This seems to happen quite often with little ponies around these parts."

"Little ponies? You mean we're not the only ones who've stumbled across this place?" Hoofel asked suspiciously.

"I've had lots of guests drop by my cottage, telling me that they've lost their way." the mare explained "I have eventually managed to help them out, and I'll be glad to do the same for the two of you."

"Thank you ma'am, that would be very nice." Greta said kindly "We really have somewhere else we need to be."

"Oh, I'm sure you do." the mare said in reply "But you two must be starving, getting lost and wandering around can certainly give you quite an appetite. Believe me, I know that better than anypony."

The mare had no sooner spoken those words when Hoofel and Greta's stomachs began to rumble loudly. "I suppose we are hungry, just a little bit." Hoofel admitted.

"Oh, no need to lie to make me feel better." the mare said to them. Was it Hoofel and Greta's imagination, or was she smiling through that black cloak? "Come on inside, and have a bite to eat. Then you'll feel better, and I can help you two on your way."

"Thank you ever so much ma-am." Hoofel and Greta said at once, and they quickly followed the mare into her home.

Once the two were inside, the mare used her magic to shut the door behind the. "Wouldn't want to let in a draft." she told the children "It can get pretty cold in this place, luckly my fireplace provides me with all the warmth I need."

"Cadence? Sorry to interrupt, but the conditioning rinse has been completed." Rarity said, interrupting Princess Cadence's story.

"No need to apologize." Princess Cadence replied.

"So, are you ready to give that mane style another shot?" Spike asked Rarity.

Rarity took a deep breath, and let it out slowly "I.... think so." she said nervously "This time, I won't try to cut corners. But I'm going to have to work faster than usual. Can you bring me the supplies as I ask for them?"

"Can do, just tell me what you need and I'll get right on it!" Spike said eagerly.

"I'm glad to hear that." Rarity said kindly "I really must find a way to repay you for your help, I wouldn't be able to do this without you, Spikey-Wikey."

"Think nothing of Rarity, your praise and gratitude is all the reward I need." Spike replied.

"Well, I'll tell you what. When this is all over I'll take you on another gem hunt when we get back home." Rarity told Spike "And if you behave yourself, you can have any kind of gemstones you want."

"Sounds like a deal." Spike agreed "Just tell me what you need, and I'll get it."

"He's really quite a dear, isn't he?" Rarity whispered to Cadence.

"I'm sure he is." Cadence whispered in reply "Sometimes I'd help to take care of him if Twilight was too busy, he was always such a joy to be around. Twilight's done a good job of raising him."

"Glad you think so." Rarity whispered happily "Now then, why don't you go on telling the rest of your story? I'm very interested in hearing what happens next."

"Trust me, this is where the story really gets good." Cadence said eagerly, as Rarity set to work on her mane once again. But before Cadence could begin to tell her story, a familiar scream suddenly reached the ears of everyone in the spa.

"Do you hear that?" Spike asked Rarity.

"That sounds like Rainbow Dash." Rarity replied "And it should very well be Rainbow Dash. But why in Equestria would she be screaming so loudly?"

"Beats me." Spike shrugged "Let's just get back to the story."

"My thoughts exactly." Rarity agreed. Unknown to either her or Spike, Rainbow Dash had just smacked into the roof of the spa. She wasn't hurt, and with a barely audible sliding noise, she detached from the roof and hit the ground.

"So anyways, Hoofel and Greta followed the unicorn mare inside. And this is what happened next." Cadence said, and resumed telling her story:

"I am delighted to have you both in my house." the mare said to Hoofel and Greta "As you can see, I have a wide variety of sweets that you are more than welcome to try."

"But what about you?" Hoofel asked "Don't you want to have some of these tasty treats as well?"

The mare shook her head, despite the fireplace and the closed door, she kept the black cloak wrapped tightly around her body. "Do not worry about me children, I will eat when I'm good and ready. You two may eat as much you like, it's the least I can do for you poor things."

"Well, thank you very much for your kindness, but we're not that poor." Greta spoke up "Our parents make a decent amount of money, they just say they're too old to make the journey through the woods anymore."

"Someponies say a witch lives in these woods, and that she likes to gobble up ponies unfortunate enough to bump into her." Hoofel added, chuckling at the idea "Can you believe them? Sometimes grownups can be so weird."

"You haven't seen a witch at all, have you ma-am?" Greta asked nervously. Something about the mare made her feel uncomfortable. She didn't want to say anything outloud, but she wanted nothing more than to leave this gingerbread house. If only she knew the way back into town.

The mare paused for a moment, as if considering something, before she replied "No, I can't say that I have."

"Good." Greta said with a sigh of relief.

"It's just a stupid old mares tale anyway." Hoofel added, before he began to stuff his face full of pies, cakes, and all sorts of similar baked goods. It was like a little kid in a candy shop.

Reluctantly, Greta helped herself to the sweets as well. To her surprise, she found that as soon as she started to eat, she couldn't stop herself. Time and time again she would say "This will be the last treat. Mom and dad said too much sugar is bad for you." Only to find herself unable to resist what was on the table.

And so it was that Hoofel and Greta continued to eat, and eat, and eat, until they had consumed everything that had been on the table. To their surprise, outside of feeling full they felt no different from how they had been prior to eating. It was as if the food had been magically enchanted.

"My goodness, you two must've been starving." the mare said with surprise "Now, you must be both very tired. A big meal can often make you feel drowsy. Trust me, I know."

As if on cue, Hoofel and Greta let out a big yawn. "I guess we are kind of sleepy." Hoofel muttered sleepily, barely able to keep his eyes open.

"Then what would you say to a little nap?" the mare asked.

"A nap does sound good." Greta replied, letting out another yawn.

"Good. Follow me, and I'll show you to your beds." the mare replied, and led Hoofel and Greta to a secluded part of her house. With the exception of a door, the room she led them to was void of all natural light. There were two beds that were roughly Hoofel and Greta's size, with the pillows fluffed, and the sheets ready to be tucked in.

Hoofel and Great found them incredibly inviting. "Thank you for your generosity." Greta said to the mare, as she climbed into her bed.

"Oh, think nothing of it dear children." the mare said kindly, and tucked them in. "You two just get some sleep now, and I'll be back to check on you later."

"But what if we need something?" Hoofel asked.

"Don't you worry children, just leave everything to me and go to sleep." the mare said in a soothing, almost hynopitic voice "I'll stay up for a little longer, and clean up. You two certainly made a mess, but that's to be expected with children such as you." And with that, the mare closed the door. Hoofel and Greta decided there was little else they could do, and with a yawn they drifted off to sleep.

"Such nice children." the mare said quietly to herself, as she made her way to the kitchen. A rather unusual and seemingly creepy smile forming on her face "It's such a shame they won't be sticking around for much longer."

Hoofel had not been asleep for long, when he suddenly woke up with a start. "It was just a dream." he said softly to himself, as he sat in his bed "That's what I get for eating so many sweets before bed."

Greta awoke a short time later to the sound of Hoofel banging on the door with one of his front hooves. "What's the matter with you Hoofel? I'm trying to sleep!" Greta complained.

"I need to use the little colts room." Hoofel replied.

"Then just go already, what do you need me for?" Greta asked crossly.

"The door's locked tight." Hoofel explained "I've tried to open it, but the knob won't turn at all."

"Oh come on, that's not the case at all." Greta said, turning her back to her brother so she could try and go back to sleep.

"I've been trying to open it for the past minute and a half at least." Hoofel added "Nothing's working, that's why I've been knocking on this door. That mare locked us in here, and now she's gonna unlock us!"

"Say, is it suddenly getting hot in here?" Greta asked, sweat rolling down her forehead.

"Now that you mention it, it does feel like somepony turned up the heat in this place." Hoofel agreed, wiping sweat from his brow with one of his front hooves. "Just what's going on here?"

"I don't like this!" Greta said nervously "I think that mare locked us in here on purpose! This is a trap!"

"A trap?!" Hoofel replied anxiously.

"Think about it. That mare invited us inside, let us eat to our heart's content, and then she locks us into this room that has no windows. And now it's getting hot." Greta explained "She's trying to kill us!"

"But why?! Why would she want to kill us?!" Hoofel asked "We didn't do anything to her. We never even met her prior to today." Then, it dawned on him. He remembered the stories told by the villagers "You don't think-" he said nervously.

"She probably is." Greta replied reluctantly "She's the witch the villagers were trying to warn us about. She's trying to cook us!"

"So, you finally figured it out have you?" a familiar voice called out "Well, you're too late to stop me!" Suddenly, the wall opposite of the door disappeared, and Hoofel and Greta found themselves inside of a giant cauldron of some kind. The heat was coming from the burning wood directly below. Hoofel and Greta looked up, and gasped in horror at what they saw. The mare had shed her cloak, revealing her cutie mark that showed a giant black witch hat, just like the one she now wore on her head.

"Let us go you witch!" Hoofel protested.

"Sorry, but I'm afraid that's impossible." the witch cackled fiendishly "You two are about to become my next meal, and there's nothing you can do about it! You should've listened to those villagers and stayed on that regular path!"

Those words struck deep for Hoofel, and he now realized that he was the one to blame for getting himself and his sister into this situation "She's right, this is all my fault." he said glumly to himself.

"It's not entirely your fault Hoofel." Greta told him "I could've tried to stop you, but I went ahead with your idea anyway. I'm just as guilty as you are. And we'll meet our fate together."

"Aw, isn't that sweet?" the witch said with fake sympathy "It almost breaks my heart, what's left of it anyway."

"You don't have a heart?" Greta asked.

"I do, but I haven't had a need for it in a long time. Not that it matters." the witch explained "My destiny was set in stone the moment I got this cutie mark, and I'm never going back to how I once was!"

"You don't have to do this!" Hoofel pleaded "If you just let us go, we'll never bother you again!"

"Oh please, how stupid do you think I am?!" the witch said crossly "The instant I set you two free, you'd turn around and attack me! You can just stay in there until you're good and ready. It's been ages since I had a brother and sister to eat, I've almost forgotten how they taste."

Just then, however, the fire beneath the cauldron burned out. Hoofel and Greta breathed a sigh of relief, but they weren't out of the woods yet. "Consarn it all!" the witch complained "I knew those trees wouldn't make good firewood."

"It's not too late to let us out you know." Greta said to the witch "We don't really taste good."

"Yeah. I'm gonna taste really yucky in a matter of minutes." Hoofel added.

"What do you mean?" the witch asked Hoofel.

"Well, I need to use the little colts room." Hoofel told the witch.

"And why should I care? You should've taken care of that before I stuffed you into this oven!" the witch scolded.

"If you don't hurry up and let me out, your whole caludron is gonna smell really bad. And that'll spoil your meal." Hoofel explained "If you're gonna eat me, the least you can do is let me take care of my business really quick."

"Nice try boy, but I'm not going to fall for that!" the witch snorted "You can just hold it in for all I care, now where did I put that lighting stick?"

"But I really, really, really have to go." Hoofel said desperately, standing on tiphooves to illustrate the point. That was enough for the witch to change her mind.

"Alright, alright. I don't need you to have an accident in my nice clean caludron." the witch said crossly, and used her magic to quickly yank Hoofel out. "Just follow me to the bathroom, and do what you need to do. And I swear, if you go to the bathroom on my floors, I'll eat you right on the spot!"

"Don't worry, I can hold it for a little bit longer." Hoofel replied "So stop talking and lead the way."

The witch sighed, and using one of her hooves she guided Hoofel out of the kitchen. Unknown to her, Hoofel gave a knowing wink to Greta just before he left the room.

"Hoofel's counting on me. I've got to find a way out of here." Greta thought to herself, and she began to look around for a way to escape.

"Okay, here we are." the witch said crossly, pointing towards the bathroom door "Be quick in there, you hear me?!"

"I'll be as quick as I can." Hoofel replied "Baring any 'accidents'."

"Don't get any ideas mister. If I have to watch over you to make sure you don't try any funny business, I'll do so." the witch said angrily, casting a glare at Hoofel to make sure he understood her point.

"Relax, I'll be out soon." Hoofel nodded, and he quickly raced into the bathroom and shut the door. All the while, the witch kept a careful vigil from outside.

Finding a way out of the giant oven proved to be easier said than done for Greta. No matter what she tried, there seemed to be no way out. Then, an idea came to her. Her family line was home to some of the strongest earth ponies ever known. Her father had once famously defeated a hundred stallions in a wrestling match, without breaking a sweat. "Maybe if I try hard enough, I can channel some of my earth pony magic into the cauldron lid and force it open." she thought to herself. At this point, it was worth a try.

The witch was relieved when she heard the sound of a toilet flushing, followed by the sound of a sink running. "Okay, you're done now. Right?" she asked Hoofel.

"Yes ma-am." Hoofel replied, and came out of the bathroom.

"Good, now let's get you back to your sister. Don't try anything, or you won't live to regret it." the witch threatened, and quickly grabbed hold of Hoofel and guided him back to the cauldron. Using her magic, she stuffed him back inside it and put the lid back on. She then went to retrieve something to help her start the fire.

"Nice going sis." Hoofel said sarcastically "We're doomed, and it's all thanks to you."

"Not quite." Greta replied "Do you see that lid?"

"Yes. What's your point?" Hoofel asked.

"When I give the signal, push it with all your might." Greta instructed "If we push hard enough, we can open it and get out of here."

"But what about that witch?" Hoofel asked nervously.

Greta smirked "Leave that to me. I'll teach her a lesson she'll never forget."

Not long afterward, the witch returned. Hoofel and Greta couldn't see her properly, but they were almost certain she had found what she was looking for. In a matter of minutes, it would be all over for them.

"Anytime now sis." Hoofel said impatiently.

"Okay, on the count of 3." Greta instructed "1, 2, 3, now!" On cue, both Hoofel and Greta channeled as much power as they could into their hooves and managed to successfuly force the cauldron lid open. The witch was startled, and fell back in surprise. This caused her to drop the lighting stick she'd been holding just a few seconds ago. The lighting stick was a piece of wood that would only light up when a specific spell was cast on it.

"We're free!" Hoofel and Greta exclaimed happily.

"Oh no you're not!" the witch said crossly, recovering from the shock. Using her magic, she picked up the lighting stick and used her magic to set it on fire. She then gave chase to Hoofel and Greta.

"She's crazy!" Hoofel exclaimed, as he and Greta dodged a flaming swipe from the stick.

"Well, she's gonna play right into our hooves." Greta replied happily. And she was right, with each missed swipe the witch was setting more and more of her house house on fire. But she didn't care, she was fixated on capturing Hoofel and Greta.

"Come back here!" the witch shouted at the top of her lungs, and threw the lighting stick with her magic.

This was just the sort of opening Greta was waiting for. Timing it just right, she jumped up, and grabbed the stick with her mouth. She then turned around and faced the witch, while holding the stick.

"Give me back my stick!" the witch demanded, and tried to yank it out of Greta's mouth with her magic. But Hoofel grabbed hold of the stick with his hooves, and wouldn't let go. The witch tried her best, but her magic just wasn't powerful to yank the stick away. Eventually, she yanked so hard that she was thrown back.

Taking the stick out of her mouth, and holding it firmly in her hooves, Greta said to the witch "This is where you run away. I know all about witches, and I know their weakness."

"Is this suppose to scare me?" the witch asked.

"No. But maybe this will." Greta replied, and blew out the flame. She then threw the heavily salivited stick at the witch, who screamed in horror when she tried to touch it.

"Run away now, and never eat ponies again! Do you hear me?!" Hoofel said crosssly "If you ever cross our paths again, you'll be sorry!"

"Curse you both! You will pay for what you've done!" the witch vowed, as Hoofel and Greta quickly ran away.

"Hoofel and Greta eventually found their way back onto the main path, and when their parents heard what had happened they were incredibly surprised." Princess Cadence finished "And from that day onwards, Hoofel and Greta vowed to never again take unnecessary shortcuts. As for the witch, she was never seen again."

"Wow, that's quite a story!" Spike exclaimed.

"I must say, it certainly has quite the ending." Rarity added, as she completed the last step in the stylizing process. And she was just in time, for at that very moment, Twilight and the others came walking through the spa door. Rainbow Dash looked incredibly beat up, and all five of the mares seemed out of breath.

"Oh, there she is!" Rainbow Dash said with great relief "We're in luck! I don't think either of them knows yet that the other one's here!"

"Wonderful news, look! Princess Cadance, better than new!" Rarity happily exclaimed. A second later, Princess Cadence emerged. The traditional royal ceremonial headdress looked incredible on her. Everyone was impressed.

"Princess Cadance? So, this is where you've been all this time!" an unfamiliar voice said crossly "I was wondering why nopony was there to welcome me!"

"What do you mean?! I sent a welcoming committee specifically to greet you." Princess Cadence asked. She recognized the owner of the voice as Ms. Harshwhinny. Sure enough, a short distance away stood an earth pony mare with a brown coat, a brownish yellow mane stylized to look nice and smooth, black eyes, and a purple business dress.

"Oh really, then why was it that not one of these ponies was at the train station when I arrived?" Ms. Harshwhinny demanded "The first time I met them was when this 'Twilight Sparkle' stopped to help me with my luggage."

"What is going on? I want answers." Princess Cadence said crossly.

"I'd like to know that too." Spike insisted "Just what have you five been up to?"

Rainbow Dash sighed "It's a long story your majesty."

"Well, I want to hear it." Princess Cadence said seriously.

Rainbow Dash sighed, and explained "It all began when I told the girls that we needed to be ready for anything that the inspector might throw at us." she began.

"So, that's why Twilight wanted to speak with me earlier." Princess Cadence realized, as Rainbow Dash finished up her story.

"Yes. I'm really sorry I screwed things up for you." Rainbow Dash apologized "When I was a little filly, I wanted so badly for Cloudsdale to win the Equestria Games. But it didn't happen. So I thought I could make up for that disappointment by helping the Crystal Empire win the chance to host the Games. But it looks like I ruined your chances instead."

"I wouldn't say that." Miss. Harshwhinny spoke up.

Everyone else was shocked "Why not?" they all asked.

"This was partially my fault." Ms. Harshwhinny explained "I didn't disclose enough information about myself, and so naturally you mistook somepony who matched what information you had, for me. But from what that mare has told me, even after the truth came out, you treated her no differently. And you saw to it that her time in the Crystal Empire was the best it could be."

"So, what are you saying?" Twilight asked.

"Despite some truly unimpressive and frustrating moments, I'm willing to give the Crystal Empire the benefit of the doubt in this situation." Ms. Harshwhinny explained "And so, reluctantly, that can only mean one thing..."

"The next host of the Equestria Games is... the Crystal Empire!" Princess Cadence announced, holding a microphone with her magic to deliver the announcement to all the crystal ponies. Standing beside her was Shining Armor, Spike, Twilight, and their friends. Everyone was excited.

"We did it!" Rainbow Dash cheered.

"Congratulations, Crystal Ponies!" Ms. Harshwinny said, a rare smile forming on her face "Best of luck in the games themselves."

When the announcement had concluded, it was time for Twilight, Spike, and their friends to leave. "You know, it feels good to help others get something you always wanted but never had." Rainbow Dash admitted, as she and the others prepared to board the train back to Ponyville. "It's almost as good as getting it yourself. Almost."

"We'll still be able to come back here and watch the games when they're played." Twilight told Rainbow Dash "I'm certainly looking forward to them."

"You're right. That'll rock!" Rainbow Dash exclaimed.

"So, from the looks of things it seems like I missed out on quite the adventure." Rarity said to Twilight, once everyone was onboard.

"Sounds like you and Spike had quite the adventure yourself." Twilight replied.

"I suppose we did." Rarity considered "Cadence had an interesting story to tell at the very least. Even so, just what was it that happened with the inspector that caused so much trouble?"

"Well, it's a case of mistaken identity, hilarious shenanigans, an important lesson, and a whole lot more." Pinkie Pie spoke up.

Author's Note

And so, we reach the tailend of our Season 3 rewrites. This episode was completely rewritten, to include Spike in the events of "Games Ponies Play" and give Rarity the Season 3 episode she was denied.

Hoofel and Greta, in case you couldn't tell, are a parody of the famous fairytale Hansel and Gretal.

The biggest problems facing "Games Ponies Play" was how forced it was in its main plot. That will be cleared up more thoroughly in the next installment. In the meantime, I decided to keep the "Two stories connected by one event" format that the offical "Just for Sidekicks" and "Games Ponies Play" used. Here, the focus for this episode is on Rarity and Spike, and the next installment will be centered around Twilight and the rest of the mane six trying to impress the games inspector.

Now, despite what you might think, "Castle, Sweet Castle" will not appear on my next rewrite installment if I ever decide to make one. I still did like the episode to some extent, but I felt that the writers chosen prevented the episode from living up to its full potential.

~~This rewrite is dedicated in honor of Sean Rey, an Arizona Brony battling for life after being hit by two cars on his bike ride to work.~~

Episodes to be rewritten:
~~The Show Stoppers~~
~~Owl's Well That Ends Well~~
~~Dragon Quest~~
~~Spike at Your Service~~
~~Just for Sidekicks~~
Games Ponies Play
Bats!
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me

S4 E7: Bats! (What If?)

The sun had not yet risen over Sweet Apple Acres, but already Applejack was standing on a hill overlooking the orchard. For the past few weeks she'd been busier than ever, readying the orchard for this very important day. "Any minute now." she said to herself, waiting for the signal to start.

With a crow of the rooster, Celestia's sun rose into the sky, bathing all of Sweet Apple Acres in its majestic sunlight. "Yee-haw! It's officially Apple Buckin' Day!" Applejack cheered, and raced into the orchard as fast as she could. All around her were trees filled with bright red and green apples, the result of some nearly backbreaking labor. But it had all been worth it.

"Look at all those apples! Ripe and juicy, perfect for buckin'!" Applejack said happily, and kicked one of the trees. For a moment, everything was just right. Sweet Apple Acres had more apples to harvest this year, then any year prior. "This is the bumper crop we've been waiting for all these years!" Applejack thought to herself.

Unfortunately, the moment faded when the apples fell to the ground with a splat. Upon closer inspection, they were dried up and looked like they were void of life itself. Applejack was completely confused "What the heck is goin' on?" she asked herself. Then, her thoughts were interrupted as the sound of chittering bats reached her ears. Applejack looked up, and gasped in horror at what she saw "They're back!" she said, and raced to the barn to ring the bell. "I hate to admit this, but I'm gonna need all the help I can get to drive off these creatures. I just hope it's not too late to stop the destruction." she thought to herself.

Apple Bloom, Big Macintosh, and Granny Smith, were all awoken from their sleep by the sound of a bell ringing. They quickly forgot to be cross, as they realized what the bell meant. As quickly as they could, they raced outside to meet up with Applejack.

Applejack, for her part, was frantic. She continued to ring the bell over and over again, all the while shouting "Attention! This is a Sweet Apple Acres emergency situation! Code red! I need all hooves on deck! This is not a drill! I repeat, this is NOT a drill!"

"Calm down, Applejack." Apple Bloom said, when Applejack had finished ringing the bell "Whatever it is, I'm sure it's not as big a deal as you're makin' it out to be."

"How can I possibly calm down at a time like this?!" Applejack replied "The vampire fruit bats are attackin' Sweet Apple Acres! They're already destroyin' our harvest as we speak! We've gotta stop 'em, now!"

"But I thought the fruit bats never left the west orchard." Apple Bloom spoke up "Why would they do suddenly up and leave?"

"You don't understand. Vampire fruit bats are nothin' like regular fruit bats." Granny Smith explained ominously "I hate to say this, but if the vampire fruit bats have returned we're in big trouble. I remember the last time they invaded."

"What happened?" Apple Bloom asked nervously.

"It wasn't pretty." Granny Smith replied "It happened years and years ago, before even Big Macintosh was around. We had a really good crop goin' for us, and we were all set to harvest, then the vampire fruit bats came. They consumed every last apple we had grown, and the only way we survived through the winter was with the help of a quick relief crop. And we just barely made it."

"Those vampire bats sound like bad news." Big Macintosh nodded "But what can we do? If it's really been this long since they last appeared, how are we suppose to stop 'em?"

"I don't know." Applejack admited "But I'll be darned if they think they're gonna just sink their fangs into my blue ribbon apple. I've spent weeks gettin' it just right. With this on our side, we're sure to win first place in the Appleloosa State Fair's produce competition. Knowin' those vampire fruit bats, they'll shrivel it up like a raisin if they get the chance!"

"Sounds like we're out of our league." Big Macintosh said nervously "Them bats must have a reason for showin' up, if only there were someway we could figure it out."

"Well, I think I know somepony who can help us." Apple Bloom replied with a smile "It's a pony who's proven in the past that she knows how to communicate with animals. And she's shown that she's not afraid to stand up to dangerous or scary creatures."

"Out with it Apple Bloom, we don't have all day." Applejack said seriously.

"I'm talkin' about Fluttershy." Apple Bloom explained "Think about it. This sort of animal problem is right up her alley."

"Of course, why didn't I think of her before?!" Applejack realized "But by the time I can get to her cottage, the bats will probably have eaten at last half of the orchard."

"Well actually, Fluttershy and I just so happen to know each other through the Pony Tones." Big Macintosh spoke up.

"What?! You mean, the two of you are part of that hit musical sensation that everypony in Ponyville's been talkin' about lately?!" Apple Bloom gasped.

Big Macintosh nodded "The very same. Anyhow, we talked a bit and in time we came to learn more about each other. And I know for a fact, that at this time of day, she's usually in town."

"Where can I find her?!" Applejack demanded.

"I'm pretty sure you'll find her at the market place." Big Macintosh explained.

"Great! Thanks for the tip Big Mac!" Applejack replied, and raced away as fast as her hooves could carry her.

"So you see, that's why I brought you here Fluttershy." Applejack said, as she guided her friend to the orchard "If anypony can get those bats to listen, it's you."

"Gosh, I'm flattered that you think so highly of me. But I don't think I've ever even heard of vampire fruit bats until now." Fluttershy replied nervously. The only knowledge she had of them were bits of information given to her by Applejack, and she had no way of knowing how useful that information would be.

"Well, you've got to try." Applejack pleaded "My family and I need the harvest to survive. If you can't help us, we'll have to take matters into our own hooves."

Fluttershy gulped "Where are the bats?" she asked.

Applejack stopped at the trunk of one of the apple trees that the bats had already visted. "There." she told Fluttershy, pointing a hoof.

Fluttershy looked up into the tree, and when she got a good look at the vampire fruit bats, she could easily see how they got their name. Compared to normal bats, these bats had darker wings, sharper fangs, and duller colored eyes. They were already munching away on some of the apples, sucking the juice out with their fans.

"Uh, excuse me, Mr. Vampire Bat?" Fluttershy called nervously. The bat in question responded by tossing the apple onto the ground, where it landed with a splat. "Listen, I don't know if you realize this, but you and your bat friends are eating the inhabitants of this farm out of house and home. They'd appreciate it very much if you would go away and leave their apples alone."

The bat said nothing, it just glared at Fluttershy. Fluttershy, for her part, said nothing in reply. A strange silence suddenly came over the area.

"How long is this gonna take?!" Applejack said crossly, interrupting the silence.

At last, the bat gave off a response by shooting some seeds into the ground. Fluttershy gasped "Now Mr. Vampire Bat, that isn't very nice! I'm trying to help you out." she said seriously. The bat only responded by turning his head away.

"Well? What'd he say?" Applejack asked.

"I don't know." Fluttershy replied reluctantly "I can't seem to get through to him and the others at all. Like I said before, I've never met vampire fruit bats until now. I need more time to understand them, so I can learn how to communicate with them."

"I'm sorry Fluttershy, but my family and I can't wait that long." Applejack said seriously "Do you know how much TLC went into growin' that prize winnin' apple?!"

"Please Applejack, you have to give me another chance." Fluttershy pleaded "I can fix this. I just need time to learn how to reach out to the bats. If you drive them off now, they might come back next year and bring friends."

"Fluttershy, in any other situation I'd be willin' to give you that second chance." Applejack explained "I know how important animals are to you, and I really hoped you could help me out here. Unfortunately, Sweet Apple Acres doesn't have time to spare. The longer these bats hang around, the greater the chance of the entire Apple Buckin' Season bein' ruined becomes."

"Applejack, it doesn't have to come to this!" Fluttershy demanded "We're friends. A conflict like this shouldn't tear us apart. There's got to be another way."

"If there is I'm all for it." Applejack replied "But at this point, desperate times call for desperate measures. Either those bats are goin', or the Apple family is goin'. And we are most certainly not goin' anywhere!"

"Then it seems I have no choice but to oppose you." Fluttershy said sadly "I understand how important Sweet Apple Acres is to you, and to everypony. But I have to stand up for what I think is right."

"Well, I guess that makes us enemies." Applejack said crossly "As much as it pains me to say it, those bats have got to go!" And with that, she began to sing:

These vampire bats are givin' me strife!

Eatin' apples both day and night!

They'll rest for a minute, maybe three.

Now they're eatin' every apple in my apple trees!

They only care about nada, zilch, absolutely nothin'!

They're bringin' about the orchard's destruction!

Plucking up courage, Fluttershy began to sing in reply:

Now wait just a minute, there's another side to this!

And if I do not defend them, then I will be remissed!

These bats are mamas and papas too.

They care for their young, just like we ponies do.

Despite Fluttershy's arguement, Applejack sang in response:

Oh, give me a break, you're bein' too kind!

You don't know what's on their mind!

The orchard is not their restaurant!

But do they think about what we want?!

No! They don't!

And so it would seem fact.

These bats simply don't know how to act.

Fluttershy refused to let Applejack continue, and sang:

That's where I have to disagree.

They're loyal to their family.

Watch them spread seeds far and wide-

Applejack cut off Fluttershy by singing:

When I see one comin', I'm not gonna run and hide!

They're big, and scary, and mean as sin!

Just look at the state these trees are in!

Fluttershy was becoming frantic, and so she sang:

They can help your trees. They'll grow stronger and faster.

Applejack only sang in reply:

They're turnin' my life, into a total disaster!

Whatever hope Fluttershy had for support among the Apple family members was nowhere to be found. Big Macintosh, Granny Smith, and Apple Bloom quickly came to Applejack's defense.

Granny Smith led off by singing:

Well, I for one don't have a doubt. These bats must be driven out!

Apple Bloom sang in response:

I'h second that, they've gotta go! Those bats have gotta hit the road!

Big Macintosh joined in by singing:

It comes down, to just one simple fact.

They've crossed the line, it's time we fought 'em back!

Poor Fluttershy tried her best to be brave, as each member of the Apple family began to circle around her and chant:

Stop the bats! Stop the bats!

Make them go away and not come back!

Stop the bats! Stop the bats!

Make them go away and not come back!

Stop the bats! Stop the bats!

Make them go away and not come back!

Reluctantly, Applejack finished up the arguement by singing:

Yes, it comes down to just one simple fact.

They've crossed the line, it's time for the Apples to attack!

"I'm sorry it's come to this Fluttershy." Applejack said reluctantly "It's nothin' personal, but my family's way of life is at stake. I'm not gonna just sit idly by and let these bats destroy the rest of my orchard!"

"Must we really let these bats come between us?" Fluttershy asked.

"If you wanna keep talkin' to those bats, be my guest." Applejack insisted "Maybe you'll find a solution that will satisfy us both. In the meantime, if those bats won't leave willingly, then my family and I will just have to make them leave!"

"I really don't want to go against you Fluttershy." Apple Bloom said honestly.

"None of us do, but we have no other options. Ain't that right Big Macintosh?" Granny Smith asked.

"Eeyup." Big Macintosh replied. He wanted to say something else, but he couldn't bring himself to do so. He had been the one to suggest Fluttershy, and he had the most faith she could solve the problem. But he'd made his choice, and there was no second guessing himself now. Applejack had a stronger arguement, the bats were an imminent danger and needed to be dealt with in order to save Sweet Apple Acres.

"There's got to be another way." Fluttershy thought to herself "But what? Think Fluttershy, think."

"Alright ya'll, let's get to work on roundin' up those vampire fruit bats!" Applejack said seriously "If we move quickly, we can save the orchard."

"Wait!" Fluttershy shouted, catching the Apple family's attention "What if, instead of rounding them up and driving them out, you let the bats have part of the orchard?" she suggested.

"Fluttershy, with all due respect, are you crazy?!" Applejack asked furiously.

"Just hear me out." Fluttershy insisted "I think the only reason these bats are here is because they're hungry."

"Hungry is an understatement." Granny Smith said ominously.

"But if you designate part of the orchard as a sanctuary, and confine them to it, they can help you without destroying your harvest." Fluttershy explained "I'm sure there's a part of the orchard that's not as productive as the rest, and if you let the bats have it, in a year or two you'll see better results."

"Just what do you mean?" Applejack asked.

"The vampire bats don't actually eat the apples entirely. They leave out the seeds." Fluttershy explained.

"How do you know about this?" Applejack demanded crossly.

"It's mostly observation." Fluttershy replied "The orchard ground is littered with seeds. And those seeds can grow into new apple trees, with a healthy dose of natural fertilizer. The new trees may even be more productive then the old ones. Doesn't that sound like a better alternative then driving the bats off?"

"Ya gotta admit, she makes a pretty good point. Right?" Apple Bloom said to Big Macintosh.

"Eeyup." Big Macintosh replied nervously.

Granny Smith and Applejack however, just looked at each other, and exchanged looks of disapproval. "That's not a bad plan, I've certainly heard worse." Granny Smith spoke up.

"You hate it, don't you?" Fluttershy asked.

"No I don't. I think you made your point clear." Applejack replied kindly, before shifting to a more serious tone "But the thing is, your plan has a rather glarin' flaw. In order for it to work, the bats need to know they can't leave the designated part of the orchard. And forgive me for bein' blunt, but if you can't communicate with those bats, how are we gonna get them to agree to your plan?"

"Not to mention, every second we spend buildin' that sanctuary is a second they'll spend destroyin' the orchard." Granny Smith added "By the time we got the sanctuary completed, there wouldn't be an orchard left to save. We need a solution that can work now!"

"I guess I hadn't thought of that." Fluttershy admitted, sighing sadly. It seemed that she had failed to not only argue her point, but also to help her friend.

"Don't beat yourself up Fluttershy, you tried your best." Applejack said to Fluttershy "I'm glad I got a second opinion on the matter, and I promise I won't be too hard on the bats. But the simple fact is, they've got to go. All this time we've spent talkin' could've been spent savin' the orchard. So, unless you have an idea that could actually work, I think it's best if you just head home."

"No hard feelin's, but we gotta do what we gotta do." Big Macintosh added, and with that the Apple Family turned and walked away.

Before they could get very far however, Fluttershy called out "Hold it!". This time, it really sounded desperate, as if Fluttershy really wasn't certain she'd get another chance to speak.

"Don't tell me you've come up with an idea in such a short amount of time." Applejack replied.

"Oh, I haven't." Fluttershy said honestly.

"Then kindly quit wastin' my time." Applejack said seriously, and turned to leave.

"But I know somepony who might." Fluttershy went on "Our good friend, Twilight."

"You really think she can help us solve this bat problem?" Applejack asked doubtfully "Twilight's proven in the past that she doesn't know everythin'."

"We have to at least try." Fluttershy insisted.

Big Macintosh, Apple Bloom, and Granny Smith all silently nodded in approval. Sighing, and admitting that her friend had a point Applejack said "Oh, what the heck. Let's give a shot! But if it doesn't work, it's back to plan A. Big Macintosh, you, Granny Smith, and Apple Bloom stay here and keep an eye on things while I'm gone. Don't let any more apples get eaten!"

"You can count on us Applejack!" Apple Bloom replied "We won't let ya down!" And with Granny Smith and Big Macintosh nodding in response, Applejack and Fluttershy set off for The Golden Oaks Library.

"I sure hope Twilight can help us both." Applejack and Fluttershy silently thought to themselves. Neither one of them liked the idea of this arguement driving their friendship apart.

Twilight was quite surprised when both Applejack and Fluttershy showed up at her front door. Today being Apple Bucking Day usually meant that Applejack would be hard at work harvesting apples, not hanging out with a friend. Something had to be up.

"Howdy Twilight." Applejack greeted kindly "I know this might seem a bit sudden, but we've got a problem. And Fluttershy here thinks you can help us solve it."

"If you don't mind, that is." Fluttershy replied "Truth be told, I'm not completely convinced this is the right thing to do."

"You're willin' to stand up for what you believe in, and I respect that." Applejack reassured Fluttershy, and turned to Twilight "We've got a problem with vampire fruit bats, and at the rate this is goin', it's threatenin' to put an end to our friendship."

"Vampire fruit bats? I believe I've read about those." Twilight said, as she assured her friends inside. "What seems to be the trouble?"

"Vampire fruit bats are invadin' the orchard back at Sweet Apple Acres." Applejack began somberly "Fluttershy believes the bats could helpful in the long run, but in the short term I don't think the orchard can survive if the bats stay."

"But if the bats are driven off this year, they'll just come back next Apple Bucking Season." Fluttershy added "And if that happens, Applejack and her family may not be able to get rid of them all. Sweet Apple Acres will be completely overrun with bats."

"Wow, I knew it was bad when you mentioned vampire fruit bats, but I didn't think it was this bad." Twilight replied anxiously "I've done some research on the bats in the past, but I don't know how useful my information will be since it hasn't been field tested."

"At this point, I'm willin' to give Fluttershy the benefit of the doubt." Applejack told Twilight "If she thinks you can help us fix this problem, I'm willin' to agree with her. No matter what happens, at the end of the day, I want to be able to know I considered all my options."

"Well, I've got some good news and some bad news." Twilight explained "The good news is, I was just researching a spell that should be able to keep the bats from sucking out all of the juice from the apples."

"Will it harm them?" Fluttershy asked worriedly.

"No it won't." Twilight replied "The spell shouldn't last for more than a few days, and the bats will still be able to eat. They'll just eat other fruits, and not apples."

"Sounds simple enough, what's the catch?" Applejack asked.

"In order for the spell to work I'll need to have the bats' full and complete attention." Twilight explained to Applejack "I think you both know what that means."

"Oh no. Not 'The Stare'." Fluttershy gasped.

"I'm afraid so." Twilight said seriously "It's the only thing I can think of that will attract the bats' attention. Is there a problem?"

"You've used that stare of yours plently of times before if I'm not mistaken." Applejack added.

"That's true, but it's not something I take lightly." Fluttershy replied firmly "The truth is, I was lying when I said I couldn't control it. But I made a vow never to abuse its power. I swore that I would only use The Stare under dire circumstances."

"Fluttershy, I know you're worried about the bats, but this circumstance is pretty dire if you ask me." Applejack said to Fluttershy "My family's way of life is at stake!"

"I'm sorry." Fluttershy apologized "But I just don't like the idea of taking away the thing that really makes the vampire fruit bats-" she paused and inhaled "-vampire fruit bats! It just feels wrong!"

"I know how you feel Fluttershy." Twilight said kindly "But if we don't do this, then there won't be any apples left for anypony here in Ponyville. Doesn't that feel wrong, too?"

Fluttershy tried to think of a good counter arguement, but she couldn't come up with one that would make sense. With a sigh of defeat she said sadly "It does. I guess I don't have a choice, I'll do it."

"Thanks for understanding Fluttershy." Twilight replied, putting a hoof around Fluttershy's neck "I'll make it up to you somehow."

"We can worry about that later!" Applejack said, taking charge of the situation "We've got to get back to Sweet Apple Acres, and get all those bats together in one place! Let's move it!"

Applejack brought Fluttershy and Twilight back to Sweet Apple Acres. Apple Bloom, Granny Smith, and Big Macintosh had been doing their best to keep the bats under control. But all three of them were out of breath and very exhausted, the bats had been cheeky and rather troublesome.

"About time you showed up." Big Macintosh said desperately "These bats just won't back off!"

"Well, I'm certainly not gettin' my cutie mark in bat control. That's for certain." Apple Bloom added.

"If only I was a few years younger." Granny Smith complained "I'd show those bats a thing or two about messin' with the Apples!"

"Not to worry ya'll. Twilight, Fluttershy and I have come up with a plan." Applejack announced.

"Then what are ya waitin' for? Do it already!" Granny Smith urged "At this rate, it's only a matter of minutes before the whole harvest is ruined for good!"

"I'm gonna need ya'll to help me get all the bats rounded up and into one place. Otherwise, the plan won't work." Applejack instructed "Let's get to work!"

Despite their exhaustion, Apple Bloom, Granny Smith, and Big Macintosh all pitched in. Working like clockwork, they raced through the orchard, using all sorts of methods to draw the bats' attention. All the while, Fluttershy and Twilight waited patiently by the desginated tree. Soon, a familiar chittering filled the air.

"They're comin'!" Applejack shouted, as she and her family led what seemed like an endless swarm of vampire fruit bats, to the largest apple tree in the orchard. When the bats saw it, they quickly forgot about the Apple family, and turned their attention to the delicious (not to mention tempting) fruits hanging from the nearby branches.

"Good work, everypony! I think we got 'em all!" Applejack cheered, then she turned to Fluttershy "Now, all we need is for you do to your Stare."

"Oh, um, are you sure I really need-- Okay." Fluttershy said, after stuttering for a moment. She flew over to the bats, who were happily munching away without a care in the world. When they turned to look at her, Fluttershy sighed and said sadly to the bats "I really, really, really hate to do this to you... I just hope you can forgive me..." And with that, she unleashed the power of her stare on the vampire fruit bats. The bats responded with angry hisses.

"Excellent!" Applejack smiled "Okay Twilight, now's the time!"

"Right. Here goes nothing." Twilight replied, and her horn sparked to life with its familiar violet red aurora. A faint humming filled the air, drowning out the hisses from the bats. The bats took no notice, as the violet red aurora enveloped them for a brief moment, before fading away completely.

When the spell was finished, Twilight turned to Fluttershy, who had not moved an inch since she performed her stare. "Uh, you can stop staring now, Fluttershy." Twilight told her. Fluttershy said nothing, she just silently nodded and flew back down. Twilight suspected that something was up, but quickly assumed Fluttershy was mentally overcoming her guilt, for helping to hyponitize the bats.

"Did it work?" Apple Bloom asked.

"Only one way to know for sure." Twilight replied, and used her magic to pick an apple from a nearby tree. She offered it to one of the vampire fruit bats. The bat looked at the apple, sniffed at it for a moment, then pushed it away with a chitter. The spell had worked perfectly.

"Yee-haw, ya did it Twilight!" Applejack cheered.

"The harvest has been saved!" Granny Smith chimed in.

"We'll be drinkin' cider all winter long!" Big Macintosh said happily.

"I wanna thank ya both for your help. I couldn't have done this without ya." Applejack said to Twilight and Fluttershy.

"Don't mention it Applejack, I'm happy to help." Twilight replied.

"You really think I helped?" Fluttershy asked Applejack.

"Of course you did." Applejack said kindly "Don't worry sugarcube, Twilight said the effects won't last forever. By the time this harvest is complete, everythin' will be back to normal. You'll see."

"I hope so." Fluttershy said with a sigh.

"Nothin' left to do now except sweep up the cores, and start fresh in the mornin'." Applejack said confidently.

Unknown to everypony present, Fluttershy began to sniff the air. Suddenly, she found the scent of apples to be almost irresistible. If one looked closely, they would've seen what appeared to be a faint bite mark just below her cutie mark.

The next morning dawned the same as the first. But this time, Applejack was convinced that nothing was going to go wrong. "Alright, let's try this again." she said to herself, as she waited for Celestia's sun to peak over the horizon. With the crow of a rooster, her wish was granted. "Yee-haw! Time to collect those sweet, juicy apples!" Applejack shouted, and raced into the orchard. Rather than kick one of the trees that the bats had already gotten to the previous day, Applejack kicked a tree that she knew the vampire fruit bats hadn't gotten to.

Despite this, the apples still ended up splatting onto the ground. "What in tarnation?!" Applejack exclaimed "I don't understand this at all! Twilight's got some explainin' to do!"

Twilight seemed to be just as shocked as Applejack was, when the farmpony angrily called her friend over to Sweet Apple Acres a short time later. "The spell didn't work?! But that's impossible!" Twilight gasped.

"Are ya sure about that?!" Applejack asked crossly "Looks to me like it lasted a lot shorter than I expected!"

"That can't be!" Twilight replied.

"But it is!" Applejack snorted "Now if you'll excuse me, I think Fluttershy and I had better go have another talk with those bats! Clearly, they didn't get the message the first time around!"

Applejack angrily stomped away, Fluttershy and Twilight followed after her.

Apple Bloom, Big Macintosh, and Granny Smith were waiting by the same tree that the bats had been hanging out in yesterday, before the spell was cast on them. The sound of chittering was impossible to ignore.

"You bats have some nerve eatin' our apples, even after we tried to make ya stop!" Applejack said angrily to the bats. The bats didn't say anything, they just turned their heads the other way.

"Don't any of ya dare turn your backs on us after what you've gone and done!" Granny Smith shouted "We tried to be nice, but if you're gonna ruin our harvest, then that means it'll be time to break out the big guns! Right, Big Macintosh?"

"Eeyup." Big Macintosh nodded.

But when Apple Bloom offered the bats an apple to provide Twilight and Fluttershy with proof, the vampire fruit bats rejected it. With a swat from a pair of wings, the apple hit the ground with a splat.

Then, Applejack realized something. "Wait a minute... I don't think these bats are the ones that sucked the apples dry."

"But if the vampire bats aren't the ones eatin' our apples..." Big Macintosh began.

"Then who is?" Apple Bloom finished.

"Fluttershy, you're the animal expert here. Do you know of any other creature that might be capable of this?" Twilight asked.

Fluttershy shook her head "I'm sorry. I don't. If only I could talk to the bats, they might know something we don't."

"Well, our harvest isn't safe as long as there's an apple sucker on the loose." Applejack spoke up "We've got to find a way to catch em' in the act!"

"How in Equestria are we gonna do that?" Granny Smith asked.

"With a stakeout of course!" Apple Bloom said eagerly "Don't any of ya ever watch movies? That's how they catch the culprit in these situations."

"You know somethin' Apple Bloom, that's actually a good idea." Applejack replied "A stakeout it is. Twilight, can you let the rest of our friends know that they need to meet us here tonight?"

"Of course I can." Twilight nodded.

Applejack smiled "Good. Somethin' tells me I'm gonna need all the help I can get if I wanna catch this no gooder!"

That evening, as Luna's moon bathed the orchard in its bright silver rays, Applejack met up with all of her friends. Twilight and Fluttershy were there, as were Rainbow Dash, Rarity, and Pinkie Pie.

"You'd better have a good reason for calling us here tonight, Applejack." Rarity said seriously "A lady needs her beauty sleep."

"Someone or somethin' has been eatin' the apples my family needs for the harvest season." Applejack replied "Apple Bloom suggested that a stakeout would catch the culprit."

"So, why call us here? Why not just search with your family?" Rainbow Dash asked.

"Granny Smith oftens goes to bed early at this time of year." Applejack explained "This thief is strikin' way past Apple Bloom's bedtime, and if it was just Big Macintosh and I combin' through the orchard, it'd take half the night just to do one sweep. I figured six search groups would be better than two."

"What about these flashlights you gave us?" Pinkie Pie asked Applejack "I've never seen anything like these before."

"They're for you to signal the others if ya spot anythin' suspicious." Applejack told Pinkie Pie "They'll each admit a different signal, so make sure to remember what each of yours' looks like."

"How will we know if what we see is suspiscious?" Pinkie Pie added "For those of who haven't been through this orchard a lot, everything's gonna look suspsicious at first glance."

"Just use your common sense, and keep an eye out for somethin' that doesn't belong in an apple orchard." Applejack said seriously "Does anypony have any objections?"

"Maybe we should just call this off." Fluttershy said nervously, quietly she added "Not sure about the rest of you girls, but I'm really hungry..." Had anyone been looking, they would've seen drips of saliva coming out of Fluttershy's mouth.

"Oh, Fluttershy, it'll be okay. Don't forget, darling, we're all in this together." Rarity said kindly, patting Fluttershy on the head "Nothing bad's going to happen to you, I promise."

"That's right." Twilight replied firmly "But just so we're clear, nopony leaves this orchard until the mystery has been solved! Agreed?"

"Agreed." the others nodded.

Almost immediately after that agreement had been made, Fluttershy's mind began to wander somewhere else. The smell of apples was almost irresistible to her, and she began to sniff rather loudly.

Pinkie Pie, who was standing next to Fluttershy, overheard the sniffing and suspected that something was up. "Whatcha doin' Fluttershy?!" she shouted, so loudly that Fluttershy snapped out of her trance.

"Oh, uh.... nothing." Fluttershy quickly replied, shaking her head "Don't know what came over me back there. Thanks for the help Pinkie Pie."

"Don't mention it." Pinkie Pie said with a smile.

"Alright, if there are no more 'interruptions' everypony split up!" Applejack instructed "We'll each patrol our own row of the orchard. Whoever or whatever's destroyin' my apples has gotta be here somewhere. If you spot the culpirt, activate your pony signal and stay there until the others arrive!" And with that, each of the mare set off to comb through the different parts of the orchard.

Fluttershy was on her own, and already the urges from before were creeping back to her. But this time, nopony was around to help her, she was on her own. "I have a bad feeling about this. A really really bad feeling about this..." she said nervously to herself, as she felt the urges overtaking her "That apple... It looks... so juicy... and so sweet... I must have it."

Pinkie Pie was patroling through the western side of the orchard, looking all around for anything out of the ordinary. So far, she had spotted nothing. Then, in the distance she could hear the sound of biting. "That's gotta be the apple thief!" she realized "I've caught 'em redhoofed! It's pony signal time!" But before she could activate her signal, the source of the biting took off. Whoever or whatever it was moved so quickly, that Pinkie Pie wasn't able to get a good look. "Shoot, the thief got away! And I almost had 'em!" Pinkie Pie thought angrily to herself, and went back to patroling the orchard.

Rarity had taken the north western side of the orchard, but already her fears were starting to get the best of her. "What if the thief attacks me before I can alert the others?! What if the thief ponynaps me?!" she thought nervously to herself. In the distance, she could've sworn she heard the sound of bat wings flapping. " Who's there?" she called, but the dark gave no reply. "Oh, well, there's obviously no need to worry about that shadowy figure overhead..." Rarity said to herself, before realizing what that last bit was "Or maybe there is! I think I'll just go see how Rainbow Dash is doing..." And with that, Rarity took off as fast as her hooves could carry her.

Rainbow Dash was strolling through the northern side of the orchard. She was trying her best not to show how scared she was. "Come on Rainbow Dash, you're not gonna let some apple orchard frighten you. It's not like that creepy old Castle of The Two Sisters in The Everfree Forest." she thought to herself, trying to give herself a mental pep talk. Suddenly, out of the corner of her eye she spotted a figure. At her current distance, she couldn't determine who or what the figure was. "Uh... who's there?" Rainbow Dash asked, but there was no answer "Answer me or you'll regret it!" Again, there was no answer. Rainbow Dash lost patience "Fine, have it your own way!" she said angrily, and lunged at the figure. She began to punch it repeatedly with her hooves "Take that, you, you, you..." then Rainbow Dash finally saw what she'd been attacking "scarecrow... Oh." Without another word, Rainbow Dash flew off.

Twilight was working her way through the south eastern side of the orchard, with only the occassional hoot of an owl to keep her company. Suddenly, Twilight gasped, as Applejack's pony signal lit up the north eastern side of the orchard. Its bright light piercing the darkness with the three bright red apples depicted on it. Twilight raced over to the location as fast as she could. "Applejack, what is it?" she asked anxiously.

"I've found the culpirt, but you're never gonna believe who it is." Applejack replied nervously "Look!" And with that, Applejack shined her light on the culprit. The figure that the light shined on looked like Fluttershy, but it had a darker yellow skin color, sharp bat like fangs, and wings that looked like they belonged to a bat, rather than a pegasus pony. The Fluttershy like figure didn't like the harsh glare that the light gave off, and hissed angrily in protest.

Nopony could believe their eyes, their friend Fluttershy had somehow turned into a bat like creature right under their noses. And said creature was now sucking the juice out of an apple on the tree it was perched on. Pinkie Pie looked it in the eyes, while dangling upside down from the same tree branch that the creature was perched on.

"Fluttershy? Yoo-hoo! Fluttershy!" Pinkie Pie called, the Fluttershy like creature only responded with a hiss. Pinkie Pie leaped down, and shook her head "I don't think she recognizes me anymore. It's like she doesn't remember being a pony at all."

"That's not Fluttershy... That's Flutterbat!" Rarity gasped.

"We've gotta get her down from there!" Twilight spoke up.

"Yes. But how?!" Pinkie Pie asked.

"Like this." Rarity said, and cleared her throat "Uh... Fluttershy, sweetness, please come down right now, and... do stop being a vampire fruit bat."

Flutterbat only responded with a hiss, and went back to sucking the juice out of the apple.

"We've gotta be more forceful. Let me try." Rainbow Dash insisted, and flew close to Flutterbat "Yo, Fluttershy! It's me, Rainbow Dash! Why don't you cut the bat act and come on down already?!"

Flutterbat responded with a hiss, and tried to bite Rainbow Dash.

"Whoa!" Rainbow Dash yelped, and flew back down "Maybe we should just let her come down when she's ready."

"But that could take hours." Twilight realized.

"Flutterbat on the loose! Run for your lives!" Pinkie Pie shouted, burrowing into the ground a little. Normally, she wasn't one to start panicking, but seeing one of her best friends turned into a batpony was enough to unsettle her. This wasn't just something you could laugh off because you knew it couldn't hurt you, this was something that actually posed a real threat.

"Pinkie Pie, calm down! Flutterbat's not gonna hurt you." Twilight insisted, and looked up at Flutterbat "See? She's back on her... branch."

Pinkie Pie wasn't convinced "She's just biding her time! Waiting for the right moment to pounce!" she spoke up "We've gotta get out of here before she tries to take a bite out of us!"

"We don't taste or look like apples, I'm pretty sure we're safe." Twilight said calmly, and instructed Pinkie Pie to take some deep breaths. It worked like a charm, and Pinkie Pie seemed to calm down.

"How did this happen? That's what I don't understand." Rarity spoke up.

"Well, I hate to admit it, but this was my fault." Twilight said grimly "I overlooked one key detail, and that detail has come back to haunt us."

"And just how'd you figure that?" Applejack asked.

"Allow me to explain." Twilight said, and lit up her horn. Within seconds, she had created a holographic display that showed her, the bats, and Fluttershy. "When I cast the spell, the intent was to temporarily remove the vampire fruit bats' desire to eat apples." Twilight explained, the holograhpic display showing the results as she spoke them "However, there was one thing that existed that wasn't suppose to exisit. Somehow, when I cast the spell, one of the bats must've bitten Fluttershy out of fear. And in doing so, the spell transfered that bat's desire into Fluttershy, through the wound. What we need to do now, is catch Flutterbat and reverse the spell."

"Then what are we waiting for? Let's save Fluttershy before that thing eats us all!" Pinkie Pie demanded.

"Where is Flutterbat anyway?" Rarity asked, when she saw that said batpony was no longer resting on a tree branch. The answer came in the form of a familiar screech.

"Hit the deck!" Rainbow Dash shouted, as Flutterbat came into view. The girls yelped, and dropped to the ground, as Flutterbat swooped past just overhead. She was leaving the north eastern side of the orchard, and heading for the eastern side, where she knew fresh apples could be found.

"Follow that bat! I mean batpony! I mean... d'oh, you know what I mean!" Pinkie Pie ordered, and the girls gave chase. Unfortunately, Flutterbat was too fast for them to keep up with. In a matter of minutes, she had disappeared once again.

"I can't believe we lost her!" Rarity complained.

At this point, Twilight was starting to become frantic "Oh, Fluttershy, where are you?" she called out. A few seconds later, there was a reply in the form of more hisses, followed by more slurps.

"Look out!" Applejack cried, as Flutterbat swooped past. A trail of dried up apples were left in the wake of the batpony.

"If she keeps this up, your whole crop will be gone in no time!" Rainbow Dash realized.

"That's the least of my worries." Applejack said sadly, as she observed the destruction that lie all around her "At this point, I just want my friend back."

"We'll never get her back unless we corner and catch her so I can reverse the spell!" Twilight replied "Come on! We've got to catch her!" And the mares chased after Flutterbat once again.

This time, they had much better luck keeping up with the pony turned bat. It didn't take long for them to spot her, once again sucking the juice out of apples from a tree. "There she is!" Twilight whispered in a hushed voice, hoping that Flutterbat wouldn't overhear.

Unfortunately, she did. With another hiss, Flutterbat flew away.

"There she goes again!" Applejack shouted.

"Oh, this is no use. She's too fast for us now." Twilight realized "I think the only way we're gonna catch her, is if we can find a way to lure her closer to us."

"But even if we can lure her to us, how're we gonna get her to stay still long enough for you to do your reverse spell?" Applejack asked.

"Aww, if only we could get Fluttershy to do her Stare on her bat self." Pinkie Pie complained.

Upon hearing that statement, Twilight gasped "That's it! You've just given me an idea, Pinkie Pie!"

"No kidding?! I did?!" Pinkie Pie asked.

"Yes." Twilight replied with a smile, and whispered it to the others.

"I think it's goin' to work." Applejack said confidently "Let's do it!"

Twilight's plan was soon put into motion. "Okay, let's get our friend back." she said to the other mares "Action stations!"

Applejack was standing next to the giant apple she had intended to enter in the Appleloosa State Fair, a giant carving knife held firmly in her teeth. "Granny Smith's not gonna like this, but it had to be done." she thought to herself.

Rainbow Dash could see how torn Applejack was about what she was about to do. "So much for having the winning apple in the Appleloosa State Fair, huh?" she said. Applejack didn't answer, she just sighed and made an incision into the apple with the knife. The smell of juice soon began to leak out from it.

"Okay Twilight, get ready." Applejack instructed "This better work."

In the distance, Flutterbat was flying through the orchard in search of more apples to suck the juice out of. Suddenly, the familiar scent of apple juice reached her nostrils. She sniffed the air, and hissed when she managed to trace the source. She quickly flew towards the giant apple, unaware that it was a trap.

"She's coming! It's now or never!" Rainbow Dash said to Twilight in a hushed voice, as Flutterbat closed in.

Reacting quickly, Twilight fired up her horn in preparation. Meanwhile, Rarity used her magic to place a mirror directly in front of the giant apple. By the time Flutterbat saw it, it was too late. She hissed in fear at the creature that stared back at her.

With Flutterbat momentarily distracted, Twilight enveloped Flutterbat in her magic and slowly turned her back into Fluttershy. It started with the ears, that returned to pony ears. Then it worked its way up to the wings, which were turned back into pegasus wings. Finally, the sharp fangs were turned back into regular pony teeth.

When the spell had faded, there stood Fluttershy as her usual pegasus self. She looked around, seeming rather confused about her location. It was as if she had no memory of being a batpony at all. "Oh... where am I?" she asked herself.

Everypony cheered, Fluttershy was back!

"Thank goodness you're okay!" Applejack said with relief.

"But... what happened to me?" Fluttershy asked "The last thing I can remember, we were splitting up to search the orchard for the apple thief."

"Turns out the thief was you." Rainbow Dash explained.

"What?! But why?" Fluttershy asked, sounding incredibly confused.

"Because you turned into a vampire pony!" Pinkie Pie spoke up.

"I tried to eat ponies?!" Fluttershy gasped.

"Of course not silly!" Pinkie Pie replied.

"So I wasn't a vampire?" Fluttershy asked, sounding incredibly relieved.

"Yes!" Pinkie Pie nodded.

"Yes I was, or yes I wasn't?" Fluttershy asked, sounding even more confused than before.

"Yes, you were!" Pinkie Pie said happily, finally giving a straight answer.

"Okay. But I didn't try and eat ponies?" Fluttershy asked.

"Yes!" Pinkie Pie replied once again.

"I did?!" Fluttershy asked for what felt like the umpteenth time.

"No!" Pinkie Pie said seriously.

"I'm confused..." Fluttershy muttered in reply.

"Me too... and I was there!" Rarity spoke up "In any case, we're glad to have you back."

The next morning, when the harvest was completed, Applejack set up the bat sanctuary that Fluttershy had suggested. Fluttershy had managed to convince the vampire fruit bats to stay in the sanctuary, and everything seemed to be back to normal.

Or, so it seemed. When the sanctuary had been finished, Applejack took Fluttershy aside to talk to her in private. "Fluttershy, I wanna apologize." she said honestly.

"For what?" Fluttershy asked.

"For not takin' your suggestion in the first place and causin' this whole mess." Applejack apologized "My short-sighted ways turned you into a batpony, that was ten times worse than what I made the vampire fruit bats out to be. If I'd have listened to you in the first place, none of that would've happened, and Sweet Apple Acres could've had a much better harvest then the one it got this year."

"Applejack, you have nothing you need to apologize for. What happened last night wasn't your fault." Fluttershy replied seriously "If anypony's to blame, it's me. I was the one who was being stubborn and selfish. I let my love of the bats cloud my judgement, I couldn't see how much of a threat they were to the harvest. I could've gotten them to listen to me, but that would've cost you and your family everything you worked for."

"I think the truth is, we both acted kind of stupid." Applejack said after a moment of silent "My short term solution ignored the benefits the bats could've had to the orchard as a whole."

"And my long term solution didn't take into account how long it would take for the benefits to outweight the costs." Fluttershy added.

"No matter what though, we shouldn't have let our differences almost drive us apart." Applejack went on.

"Indeed. Just because we may not see eye to eye does not mean that the other opinion is wrong." Fluttershy agreed "By taking into account other opinions, we can see our own opinions in a new perspective. That helps us to make the best decisions we can, each and everyday."

"You know, I get the feelin' this would make for a pretty good entry in the diary." Applejack said with a smile.

"Now that, I agree with one hundred percent." Fluttershy replied happily, and the two friends went to go find a pen to write down their important lesson.

Author's Note

And so, we come to one of the few rewrites no one was probably looking forward to. And if this doesn't prompt massive downvotes, then one of my upcoming Season 4 rewrites probably will. But I'm sticking by my decision, if I'm going down, I'm going down fighting!

Bats! had a lot of good things going for it, including the interaction between Applejack and Fluttershy, which hadn't been explored all that much in prior seasons. But the episode ends up going the wrong way with several key decisions.

The first and most significant, is shoe horning the mane six into a conflict that didn't fit them, and disregarded past episodes good and bad alike that showed where each member would stand. The conflict was something suited to the Apple family as a whole, not just Applejack.

The second involves the way the episode potrays the conflict. As often happens on this show when it comes to conflicting loyalties, one side is always potrayed as completely in the wrong and the other completely in the right. Here, it treats Applejack as being in the wrong despite her being the one that will be most effected by the outcome of the conflict. Her way of life is under attack, and yet the episode says Fluttershy's solution is the better one, even though the logic behind it is sketchy at best.

The third, and most significant, is how Fluttershy backpedals from her character development by sccuming to peer pressure. This is a moral that someone like Rainbow Dash, Rarity, or even Twilight would be more suited to learn, not someone that was shown in prior episodes to be able to stand up to the master of chaos himself, Discord. This is a problem that plagued Season 4 in general, and a problem that my "Filli Vanilli" rewrite will attempt to fix.

Speaking of "Filli Vanilli", I should mention now that the rewrite will change who the conflict of the episode happens to. Instead of Fluttershy, the conflict will happen to Sweetie Belle, who the story seemed more suited to.

Hopefully, if you haven't clicked the thumbs down button yet, you'll change your mind when you look at what Season 4 episode is next to be rewritten. The one episode that everyone found fault with in some way, shape, or form.

Episodes to be rewritten:
~~The Show Stoppers~~
~~Owl's Well That Ends Well~~
~~Dragon Quest~~
~~Spike at Your Service~~
~~Just for Sidekicks~~
~~Games Ponies Play~~
~~Bats!~~
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me

S4 E10: Rainbow Falls (What If?)

On a stretch of grass just outside Ponyville, Rainbow Dash was holding an important meeting for the Ponyville Aerial Relay team. The Equestria Games were months away, but the qualifiers were scheduled to begin very soon. Anticipation was running high. "Alright, ponies, listen up!" Rainbow Dash said, barking out orders "I called you here today for a very important reason, so pay attention!"

"We're all ears Rainbow Dash." Fluttershy smiled "Right, Bulk Biceps?"

Bulk Biceps was momentarily distracted kissing his own hooves. "Nuh-uh! I'm all muscles! Yeah!" he shouted at the top of his lungs, showing off his strength with no trouble.

"I like your attitude, Bulk Biceps." Rainbow Dash said eagerly "But it's gonna take more than muscles and Yeah!s to get us to the Equestria Games! Remember, we are the Aerial Relay team, and it's up to the three of us to make sure that we qualify at the tryouts. I'm not gonna lie, the competition will be tough. But I chose you both specifically because I'm confident that with your skills, and mine, we can make it to the games! And do I need to remind you how much I - I mean, Ponyville, heh – wants to qualify and make it to the Games?"

"I remember." Fluttershy nodded " I really, really, really want to qualify for you and Ponyville. I won't disappoint you."

"Bring it on! I'm not afraid!" Bulk Biceps bellowed "With your speed, Fluttershy's determination, and my strength, we can't lose!"

"Gimme a 'P' for 'Ponyville'!" Pinkie Pie shouted. She was dressed up in a cheerleader outfit and was embracing the role wholeheartedly. Unfortunately, she was a bit too loud, causing Fluttershy to yelp and cover her ears. Picking up a megaphone, Pinkie Pie shouted "P, Ponyville!"

"'P' for 'Ponyville!'" Bulk Biceps chimed in.

"Oh, thanks, Pinkie Pie." Fluttershy said kindly " That was a scary- I mean, great cheer."

"Not bad Pinkie Pie, just make sure you have one ready for when we qualify for the Aerial Relay." Rainbow Dash instructed.

"And after that, for when we win gold medals in the Equestria Games!" Bulk Biceps said confidently "The rest of Equestria doesn't stand a chance against the three of us!"

"Not so fast!" Applejack called, walking over to the athletes with a wagon of baked goods "If you're gonna be good, you're gonna be better with some of my apple brown bettys in ya. They're perfect. And I should know, I made 'em myself."

"'P' is for 'perfect'!" Pinkie Pie chimed in, as Bulk Biceps and Fluttershy helped themselves to some of the apple brown bettys. Rainbow Dash had already eaten, so she had none.

Once Bulk Biceps and Fluttershy had finished eating, it was for the training to begin. "Alright, team! Show me what you got!" Rainbow Dash said to Bulk Biceps and Fluttershy. The two pegasi quickly into the proper pre flight position. Rainbow Dash smiled "Put some bend into those knees! Flap those wings! And I want to see all four hooves off the ground on the count of three!" she paused for a second, before quickly shouting out "One two three!"

Both Bulk Biceps and Fluttershy began to flap their wings as hard as they could. They were making good progress, but Rainbow Dash could see they were trying too hard. Bulk Biceps in particular was clearly straining himself in order to fly higher than he normally could. "Hey, Bulk Biceps! Don't forget to breath while you're up there!" Rainbow Dash warned.

Bulk Biceps relaxed his breathing a bit, but he'd already pushed himself too hard. He grabbed hold of Fluttershy, who yelped as Bulk Biceps' weight pulled the both of them down to the ground. They landed on top of Rainbow Dash with a thud.

"'P' is for, uhh... 'pain'?" Pinkie Pie said nervously.

Rainbow Dash just sighed "Looks like I've still got some work to do." she thought to herself.

The next day, it was off to Rainbow Falls, where the qualifiers for many of the events in the Equestria games would take place. Anticipation and excitement were everywhere.

"Good luck, Rainbow Dash!" Helia called, as she and Thunderlane (who was her teammate) passed by "Are you sure you don't need either of us on the Aerial Relay team? I'm sure Bulk Biceps or Fluttershy would do just as well on the Air Sprinters team."

"Don't forget, the rules say we can only compete in one event." Thunderlane added.

"I know that." Rainbow Dash replied "But trust me, I know what I'm doing. Bulk Biceps is going to help us outpace the competition, and Fluttershy's flying skills have improved leaps and bonds ever since that temporary bat transformation a few weeks ago. Add in my impressive flying speed, and we're a sure bet to qualify."

"Suit yourself." Helia said kindly "But if you change your mind before the qualifier begins, just let us know. Come on Thunderlane, the captain's gonna start wondering where we are if we don't get a move on."

"See you later Rainbow Dash." Thunderlane called, as he and Helia headed for another train car.

"Best of luck to you both!" Twilight called back, then she turned to Rainbow Dash "You know, they have a point. It's not too late to change your mind if you really want to. This isn't just your glory you're fighting for out there."

"I know that Twilight." Rainbow Dash replied confidently "But I know what I'm doing. I wasn't kidding when I said Fluttershy's flying skills have gotten better, but they've been improving ever since she overcame her self doubts. You saw it yourself how she pushed herself to be better."

"That's true, but Bulk Biceps isn't exactly a speedy flyer like you." Twilight went on "Are you sure he won't slow you down too much?"

"I put him on the team for a reason, Twilight." Rainbow Dash explained "I didn't tell Helia and Thunderlane, because I don't want word to spread, but Bulk Biceps was chosen for his endurance. Pretty much every Aerial Relay team always leads off with the fastest flyer, and many of them often exhaust themselves so much that they start to slow down half way through. That's what I'm counting on."

"I see." Twilight replied softly "When everyone else is worn out, Bulk Biceps will be able to overtake them and put Ponyville in the lead. Very smart thinking."

"That's why I'm going last." Rainbow Dash said confidently "My speed can easily help us close the gap if we need to, and if we're still in the lead my speed will ensure we win. It's not quite foolproof, but it should work."

"Ponyville is very lucky to have you." Twilight commented "Not just anypony could've come up with such a killer strategy. You've really thought this one through."

"What can I say? The Wonderbolts Academy changed me for the better." Rainbow Dash replied.

"I am so proud to be representing Ponyville." Fluttershy spoke up, waving the Ponyville team flag "Oh, it's such an honor to even try out for the Games. I just hope I don't let anypony down."

"You've got nothing to worry about Fluttershy." Bulk Biceps said kindly "Just wait, we'll make them proud!"

"Couldn't have put it better myself." Rainbow Dash smiled.

"'P' is for 'proud'!" Pinkie Pie cheered "It's too bad Applejack and Rarity couldn't come, I'll have to send them a postcard so they don't feel left out. In the meantime, I'm gonna be the best cheerleader anypony has ever seen!"

"That's the spirit!" Rainbow Dash replied "With a positive attitude like that, nothing can stand in our way!"

When the train arrived at its destination, everyone aboard disembarked. Rainbow Falls was a beautiful place, and it was easy to see how it got its name. The namesake falls in the background complimented the various small buildings quite nicely.

Before long, the air was filled with the sound of athletes and non athletes talking, chattering, and groaning.

"There's Rainbow Dash! She's an awesome flyer!" a pegasus pony shouted in the distance.

"They say she's assembled the best Aerial Relay team in Ponyville history." another pegasus pony commented "Everypony else is gonna have to be way ahead to beat her!"

"It doesn't get any better then this." Rainbow Dash said happily, as she observed the competition "These will be some fine opponents."

"Do you think we can handle them?" Fluttershy asked nervously.

"What if one of the other countries has a better team than the three of us put together?" Bulk Biceps added "What do we do then?"

"We'll just have to manage as best we can." Rainbow Dash replied "Don't worry, at this point we're going to win for sure!"

"Ha, don't make me laugh." a condescending and jerkish voice called out "The three of you couldn't fly your way out of a wet paper bag."

"A voice that obnoxious and stuck up could only belong to one pony." Rainbow Dash thought to herself.

"Hello Rainbow Dash, did you miss me?" greeted a pegasus mare. Her green coat and yellow locks were all too familiar to Rainbow Dash.

"Lightning Dust!" Rainbow Dash hissed "What are you doing here?!"

"Isn't it obvious?" Lightning Dust replied "I'm flying for Cloudsdale on the Aerial Relay team. And with me as your enemy, you can kiss your dreams of qualifying goodbye!"

"You and what army?!" Rainbow Dash taunted "Last time I checked, you got kicked out of The Wonderbolt Academy for your behavior. Just who in their right mind would team up with you?"

"Oh, you'd be pretty surprised at the help you can find in a place like Cloudsdale." Lightning Dust smirked, and whistled. A second later, a pegasus stallion and mare showed up.

The stallion was huge, though he only came up to the same height as Bulk Biceps. His dark blue coat and mohawk like black and mane tail contrasted quite heavily with the light of the day. His cutie mark was a wind gust.

The mare, on the other hoof, was more average height. She had a pink coat, with a blueish-green mane and tail styled neatly to match it. Her cutie mark was a trio of snowflakes.

"Meet Jet Stream, and Alberta Clipper." Lightning Dust said with a fiendish smile "The two of them were all too happy to join when they found out we all had something in common."

"We're all pegasi that those so called 'Wonderbolts' passed up, or kicked out of their ranks." Jet Stream began.

"So we pulled a few strings, and got to fly for Cloudsdale's Aerial Relay Team." Alberta Clipper finished.

"Consider this my way of saying 'thank you', for crushing my dreams with your goody two horseshoes mentality." Lightning Dust said crossly.

"Don't blame it on me! You're the one who created a tornado that almost got my friends killed! There's a difference between pushing yourself to your limits, and being reckless!" Rainbow Dash snapped.

"Big words coming from a mare like yourself." Lightning Dust smirked "But I suppose it won't make a difference in the end. With these guys on my team, Ponyville doesn't stand a chance!"

"We're not afraid of you!" Fluttershy said seriously.

"Bullies like you always lose in the end!" Bulk Biceps snorted.

"What heroic nonsense." Jet Stream said crossly.

"The only reason Rainbow Dash even chose you two, was because she knew you were the only ones who wouldn't question her authority." Alberta Clipper added.

"Liar!" Bulk Biceps shouted.

"Rainbow Dash would never do such a thing." Fluttershy defended "You don't know her like we do."

"As I thought, your so called 'friends' believe everything you tell them." Lightning Dust said to Rainbow Dash "And yet, somehow, you still think you're Wonderbolt material."

The Wonderbolt comment alone was enough to make Rainbow Dash furious, but what really got to her was Lightning Dust's verbal assault on her friends. "Back off Lightning Dust! Don't drag my friends into this!" Rainbow Dash said angrily "They didn't do anything to you, so leave them out of it! It's me you want!"

Lightning Dust merely said in reply "It's just as I thought all along. You're weak Rainbow Dash, and you wanna know why?"

"No." Rainbow Dash snorted.

"It's because of your loyalty to your pathetic friends." Lightning Dust explained "When are you ever going to learn? In life, the only pony you can ever count on is yourself. Others just drag you down and hold you back. Do you really think they'll just up and let you leave them when you become a Wonderbolt?"

"If and when that decision has to be made, I will make my choice, and my friends will respect it." Rainbow Dash replied "They have dreams as well, and even if those dreams someday take them far away from me, I'll still support them."

"You just don't get, do you?" Lightning Dust asked crossly "Your friends are keeping you from realizing your full potential. But, I guess I should've expected that from you, Rainbow Crash!"

As soon as those words escaped Lightning Dust's lips, Rainbow Dash's attitude changed from one of annoyance, to one of outright anger. It took everything Bulk Biceps and Fluttershy had to restrain her. "Let me go! I'll make her pay!" Rainbow Dash shouted, flailing around in a vain attempt to break free.

"No, Rainbow Dash!" Fluttershy scolded "Let it go!"

"She's not worth it!" Bulk Biceps added.

"I don't care! She's crossed the line, and I'm just the pony to teach her a lesson!" Rainbow Dash replied, finally breaking free from the grasp of her teammates.

"Oh, I'm sorry. Did I touch a nerve?" Lightning Dust asked sarcastically, her face displaying the most fiendish smirk possible.

"You just keep smiling while you still can!" Rainbow Dash shouted at the top of her lungs.

But before Rainbow Dash could go through with her threat, a loud whistling sound pierced the air. Everypony looked around for the source, and when they found it, they all gasped. There stood Spitfire, looking rather unhappy with what she saw. "Alright, that's enough out of the both of you." she said sternly, a whistle hanging around her neck "You all know the rules! Any teams caught picking fights will be disqualified. No exceptions!"

"Spitfire, why are you granting Lightning Dust so much slack? You of all ponies know how dangerous she is!" Rainbow Dash said crossly.

"Don't listen to her lies like you did last time, Spitfire!" Lightning Dust replied "The only pony's who a danger around here is Rainbow Dash."

"The way I see, you're both in the same boat right about now." Spitfire scolded "The other Wonderbolts and I were called here to serve as judges for the competetion, and we take our job as judges seriously. I'm not going to play favorites, regardless of what's happened in the past. Rainbow Dash, I have to give Lightning Dust a chance, so far she hasn't broken any rules. As for you Lightning Dust, don't think you're off the hook, you have no right to bully other teams. I've got my eye on the both of you, so if you cause any trouble I'll know about it."

"But-" Rainbow Dash spoke up.

"But-" Lightning Dust added.

"I don't care who said what!" Spitfire snapped "You're both fully grown mares, so it's time you started acting like them! If Fleetfoot, Soarin, or I, catch you fighting or breaking the rules, we will have you disqualified from competing! Do I make myself clear?!"

Rainbow Dash and Lightning Dust both gulped "Yes ma'am." they replied fearfully.

"Good." Spitfire said with a smile "Save the trash talk for the games, where it belongs. In the meantime, just mind your own business and stay out of trouble. Now, if there are no more 'disturbances' I think I'll be on my way. Remember my warning though, because I won't repeat myself if you get caught." And with that, Spitfire flew off.

For a moment, nopony dared to say anthing after Spitfire had left. Both Rainbow Dash and Lightning Dust seemed content to just gaze grimly at one another, as if hoping to bait the other into attacking. Jet Stream and Alberta Clipper, as well as Bulk Biceps and Fluttershy, exchanged looks of worry. None of them wanted to be disqualified because their team leader picked a fight.

At last, the silence was broken as Lightning Dust spoke up. "As much as I would love to wipe that smug look of yours off your face, I can't risk getting disqualified. Consider yourself lucky. Come on guys, let's go." And with that, Lightning Dust, Alberta Clipper, and Jet Stream flew away.

"This isn't over Lightning Dust, not by a long shot!" Rainbow Dash shouted, then she turned to her teammates "Well, things just got a bit more complicated. I don't know much about Jet Stream or Alberta Clipper, but Lightning Dust means trouble."

"You don't think she'll try to sabotage our chances of winning, do you?" Fluttershy asked nervously.

"She'll never break our team!" Bulk Biceps said crossly "We're going all the way!"

"Bulk Biceps is right!" Rainbow Dash replied confidently "Lightning Dust and her partners will be no match for us, as long as we stay one step ahead of them and don't fall for any of their tricks! Now let's get to practice! Don't forget, we need to be one of the teams that crosses the finish line within the time limit. There's only room for up to five teams, so we've got to make sure we're one of them!"

Practice itself was a relatively uneventful time, at least for Ponyville. Each team was allotted a small amount of time (usually about ten to fifthteen minutes) at alternating points every other hour, to get in shape and warm up for the qualifier.

"Okay Bulk Biceps, you're up first. Let's see those skills of yours" Rainbow Dash coached.

"Yeah!" Bulk Biceps shouted, as he briefly flexed his muscles before taking off into the air. The Aerial Relay course consisted of a serious of different colored hoops, and the objective was to fly through the hoops as fast as you could. Failing to pass through a hoop would result in a penalty of ten seconds, that would be added to the final time.

Bulk Biceps found navigating through the hoops to be a bit challenging due to his massive size. Several times, he very nearly got stuck. "This ain't as easy as it looked." he said nervously to himself, as he slid through the final hoop.

"Okay Fluttershy, get ready to take the horseshoe from Bulk!" Rainbow Dash instructed "I'll be waiting for you when you pass through your hoops. Remember, the more hoops you miss, the bigger the penalty for our team."

"Oh goodness." Fluttershy said nervously, just as Bulk Biceps passed the horseshoe to her. Fluttershy took off as best she could, but she had to slow herself down a little as she approached the hoops. "Oh, I hope I don't mess this up." she said to herself, as she began to fly through the hoops.

In a matter of seconds, Fluttershy had cleared the hoops, and hoofed the horseshoe to Rainbow Dash. With her speed and precision, Rainbow Dash had no problem crossing the makeshift finish line in under thirty seconds. "Two minutes exactly." Rainbow Dash announced, when she checked the results with Twilight. "With a little bit of effort, we could probably knock it down to a minute and a half."

"With a time like that, the others will have it rough!" Bulk Biceps said confidently "Yeah!"

"Hooray!" Pinkie Pie cheered, blowing a party hooter "Keep this up, and you're sure to win."

A short time later, Ponyville's time was up. Now the Cloudsdale team had the practice field, and it was obvious that the Cloudsdale team had a big spectacle behind it. "Give us some clouds! Give us some dale! And what do you get? Cloudsdale! Woo-hoo!" two twin pegasi cheered, shaking their pompoms all around.

Pinkie Pie gasped "Where can I get pompoms like those?!" she asked.

"We'll worry about that later Pinkie." Rainbow Dash commented "For now, I think we'd better stick around and see just how good Jet Stream and Alberta Clipper are."

Lightning Dust seemed pretty unconcerned with any sort of routine. "There's no point in putting on a show and letting everyone here see what we can do." she said to her teammates "Just practice on your own for all I care. I'm gonna save my strength for when it really matters, this practice session is a waste of my time and efforts."

"You sure about this captain?" Alberta Clipper asked.

"Shouldn't we be making sure we know our routine when the qualifier takes place?" Jet Stream added.

"If you two dunderheads wanna waste all your time revealing our strengths and weaknesses to the competition, be my guest." Lightning Dust replied "I could always find two other pegasi to take to the Equestria Games with me."

Alberta Clipper and Jet Stream's moods quickly seemed to changed after that last bit. "We were only asking a question, captain." Jet Stream said nervously.

"And I told you what my answer is!" Lightning Dust hissed "Now quit your stalling and get out there! Or would you rather let the competition have more time to practice?!"

Alberta Clipper and Jet Stream decided it was no use arguing with their captain, and so they reluctantly set to work on practicing. Jet Stream, despite his size, proved to be incredibly fast, and Lightning Dust seemed rather impressed by what he could do.

Alberta Clipper, on the other hoof, seemed to be having difficulty just staying in the air. "Oops." she said, as she accidentally knocked over a hoop.

Lightning Dust didn't seem to care that Alberta Clipper was clearly struggling. "Alberta! Quit fooling around up there and pick up the pace! You're better than this!" she shouted angrily.

"You're pushing her too hard, captain. You gotta cut her some slack." Jet Stream spoke up.

"I'm sorry, I don't recall asking for your opinion, Jet!" Lightning Dust snapped, and turned her attention back to Alberta Clipper "Come on Alberta! Put your back into it, or you're off the team!"

"I'm trying." Alberta replied, knocking over more hoops. Then there was trouble. Somehow, while passing through one of the hoops, one of Alberta Clipper's wings got snagged on the outside. When it finally broke free, the resulting force sent Alberta Clipper spiraling out of control. "Aaaaah! Somepony help me!" she screamed, as she plummeted toward the ground.

"Stand back everypony, I got this!" Rainbow Dash shouted, and quickly took off. In a matter of seconds, she managed to catch Alberta Clipper, and bring her safely down. Everyone present cheered.

"Awe-some!" Jet Stream exclaimed.

"As good as any Wonderbolt." Lightning Dust muttered under her breath, and began to make a plan. If all went well, Rainbow Dash would be out of her hair.

"Thank you for saving me." Alberta Clipper said to Rainbow Dash "I don't know why you bothered though, we're on opposite teams."

"We may be on opposite teams, but that doesn't mean I'm gonna just sit idly by and let something bad happen to you." Rainbow Dash replied "No one deserves to crash to the ground, no matter who they might be."

"Well, thanks again." Alberta Clipper replied "I'd better get back to practicing before Lightning Dust yacks my ear off." But just then, Alberta Clipper winced, and collapsed onto the ground. Gasps of worry filled the air.

"Are you okay?" Fluttershy asked nervously.

"My wing, I think I sprained it." Alberta Clipper groaned "It hurts like crazy."

Jet Stream quickly raced over to his injured teammate. "Somepony get an ambulance over here, now!" he shouted.

"Leave it to me!" Twilight said seriously, and flew off to find someone who could help. She returned a short time later with a pair of earth ponies in white uniforms pulling a stretcher.

"Where does it hurt ma'am?" one of the earth ponies asked, as he helped load Alberta Clipper onto the stretcher.

"My right wing." Alberta Clipper groaned.

"Just stay calm ma'am, we're gonna get to you to the hospital and have your wing looked at." the other earth pony replied "You'll feel better in no time." And once Alberta Clipper was safely onboard, the pair of earth ponies took off.

"What an unfortunate turn of events." Twilight spoke up, once the ambulance had left.

"I sure hope she recovers soon." Fluttershy said kindly.

"A sprained wing can take a long time to heal Fluttershy." Rainbow Dash replied "You remember how long my wing was sore the last time I broke it. It took weeks before I could even think of flying again."

"Oh, right." Fluttershy said, suddenly feeling a bit embarassed at having forgotten that.

"I feel pretty bad for Cloudsdale though." Rainbow Dash went on "With Alberta Clipper's injury, she's likely not going to recover prior to the qualifier."

"So that means, Cloudsdale won't be able to compete in the games?" Bulk Biceps realized.

"Not unless they find a replacement for Alberta Clipper in two days time." Rainbow Dash replied "And somehow, I don't think Lightning Dust counted on one of her teammates getting injured."

But as it turned out, that wasn't a problem for Lightning Dust at all. She had made a plan.

"Captain, what are we gonna do?" Jet Stram asked nervously.

"Just relax, Jet Stream. Everything is under control." Lightning Dust replied calmly, as if completely unphased by what had just happened to Alberta Clipper.

"But Alberta Clipper's out, and we're down a teammate as a result!" Jet Stream said frantically "If we don't find somepony to take her place, we'll be disqualified for sure!"

"Calm down Jet Stream, and keep your voice down." Lightning Dust scolded "Do you think I'm unaware of the situation? Alberta Clipper's accident is going to play right into our hooves. And if all goes well, when the qualifier comes, we won't have to worry about Ponyville."

"What are you talking about?" Jet Stream asked.

"Just follow my lead." Lightning Dust instructed, and she made her way over to Rainbow Dash. "Hey, Rainbow Dash. There's something we need to discuss, alone!"

"What do you want from me, Lightning Dust?!" Rainbow Dash asked, as Lightning Dust led her to a place far away from the hustle and bustle of the teams practicing.

"I just wanted to say, thanks. You know, for saving my teammate from a nasty fall." Lightning Dust replied, sounding surprisingly nice about it.

"Well, it was nothing." Rainbow Dash boasted "But that's not the real reason you led me here, or is it?"

"You catch on pretty fast, Rainbow Dash. You know me all too well." Lightning Dust said, a seemingly sincere smile forming on her face. "You know, you technically grew up in Cloudsdale. Or am I mistaken?"

"Of course I grew up in Cloudsdale!" Rainbow Dash replied eagerly "Where are you going with all of this?"

"Well, seeing as Alberta Clipper's not likely to get better anytime soon, why don't you fly with the Cloudsdale team?" Lightning Dust offered "After all, you wouldn't want to see your hometown be unfairly left out of the Equestria Games, just because somepony got hurt. Am I right?"

"I don't know about that, Lightning Dust." Rainbow Dash replied nervously "I mean, what would my teammates think of me if they saw me with the enemy?"

"Whoever says they have to know?" Lightning Dust explained "For now, you can just train with us. And the whole thing will stay our little secret. Then you can see for yourself if you like being on the Cloudsdale team."

"But won't my teammates become suspicious if they spot me training with Cloudsdale?" Rainbow Dash asked.

"You can easily just tell them to head back and rest up, saying that you'll stay to watch the competetion." Lightning Dust instructed "So, what'll it be? Do you accept my offer, or are you going to turn your back on the town you grew up in? The choice is up to you."

Rainbow Dash didn't know what to do. Cloudsdale had been her hometown for a long time, and it had been years since they'd won the Equestria Games. This was her chance to bring back the glory that had always been just out of grasp for Cloudsdale.

But on the other hoof, Ponyville had never even been able to qualify for the Equestria Games until recently. This was the town's first real shot at going all the way, and both Fluttershy and Bulk Biceps had been training their hardest to make it happen.

No matter who she sided with, Rainbow Dash couldn't help both teams. So the choice was, should she abandon Ponyville and fly for the town that she'd grown up in? Or, should she turn her back on Cloudsdale, and help Ponyville?

"Darn it all! Why is this so complicated?!" Rainbow Dash thought to herself "I've always prided myself on being able to make the right choice when it counts. Why does this have to be such a hard choice to make?! Maybe Twilight will be able to help me figure this out." And with that, she took off to find Twilight.

Twilight was quite surprised when Rainbow Dash came to see her, telling her that she needed some advice. But Twilight hadn't become the princess of friendship by ignoring the request of a friend in need. And so, she agreed to listen to Rainbow Dash's predicament.

"Now then, Rainbow Dash, tell what the problem is." Twilight said kindly.

Rainbow Dash sighed, and explained "Lightning Dust wants me to fly for the Cloudsdale team in place of the injured Alberta Clipper. The only catch is, if I do that I won't be able to fly for the Ponyville team."

"Well, all you have to do is ask yourself what team you want to help." Twilight replied.

"That's the problem, I want to help them both!" Rainbow Dash told Twilight.

"But you can't." Twilight said seriously.

"And that's why I was hoping you could help me." Rainbow Dash went on "I need to know, what team should I help?"

"Well, if you fly for Cloudsdale, Pinkie Pie won't have anypony to cheer for." Twilight said glumly.

"I see." Rainbow Dash replied.

"That's not all." Twilight added "Fluttershy and Bulk Biceps came here for you! They want to qualify just as much as you do, and if you fly for Cloudsdale, you'll be turning your backs on them! Not to mention, it'll make coming here pointless!"

"But what about Cloudsdale?" Rainbow Dash asked "If I don't fly with them, they won't qualify, and it'll be my fault."

"Rainbow Dash, I know how important Cloudsdale is to you." Twilight said firmly "But what happened to Alberta Clipper was a freak accident that could've happened to anypony. You know that."

"Oh, but I really wanna fly with the best team! What would you do?" Rainbow Dash asked Twilight.

"I'm afraid I can't help you there Rainbow Dash." Twilight admitted glumly "I've never been in such a situation. I think this is a decision you have to make on your own. The race is tomorrow, so you'd better make it soon."

For the rest of the day, nothing more was said on the decision. Rainbow Dash thought over every single choice in her head, trying to decide for herself which team she wanted to help. She spent the remaining training sessions alternating back and forth between training with Ponyville, and training with Cloudsdale. Both teams seemed evenly matched. It just wasn't fair.

"If only I could find a way to help them both." Rainbow Dash thought sadly to herself.

The next morning, shortly before the qualifier, Fluttershy and Bulk Biceps were surprised when they arrived at the starting line before Rainbow Dash. In fact, Rainbow Dash was nowhere to be seen at all, and the qualifier was due to begin in a few hours.

"Where could Rainbow Dash be?" Fluttershy asked Bulk Biceps "It's not like her to be this late."

"Do you think something happened to her?" Bulk Biceps asked Fluttershy.

"I don't know. I sure hope not." Fluttershy replied.

"Knowing your 'friend', she probably realized she couldn't help a bunch of second rate flyers, and flew back home to save herself the embarassment." Lightning Dust teased.

"Now that is just not true!" Fluttershy said crossly.

"Yeah, Rainbow Dash would never do that." Bulk Biceps added "And we're not second rate flyers!"

"We'll just see about that." Jet Stream taunted "Assuming your teammate ever has the guts to show up."

"Oh, she'll show. I'm sure of it." Pinkie Pie replied "And when she does, you'll be sorry you ever made fun of her!"

Just then, a familiar groaning filled the air. Rainbow Dash finally arrived, but something was wrong. She was in a wheelchair, and covered from head to hooves in banadages. "Woe is me! Oooh!" she complained. Everyone present in the crowd gasped, and began to chatter amongst themselves.

"What's happened?" Fluttershy asked worriedly.

"Urgh, I feel sore all over." Rainbow Dash complained " I, uh, tripped on a-a foam hoof and landed on a..." the next part was almost impossible to understand, as Rainbow Dash mubbled "pokey stick coming out of the ground."

No one took the news of Rainbow Dash's sudden "injury" as hard as Pinkie Pie. She was furious. "If I get my hooves on that" she began furiously, the next part was lost as impossible to understand giberish ", it'll be in big trouble!" she growled.

"There's no way I can fly now. I'll be lucky if I actually recover within a month." Rainbow Dash groaned "Why did this have to happen to a pony like me?"

"Oh, don't worry, Rainbow Dash." Fluttershy said kindly, as Rainbow Dash loaded onto a stretcher "I'm sure the hospital staff will take good care of you. You just rest and get your strength back. Leave the worries about qualifying to us."

A short time later, Rainbow Dash was laying in a hospital bed. She was hooked up to a machine that gave off a frequent beeping noise. It was the only sound in an otherwise silent room.

"So, the medic pony isn't sure what's wrong with you." Twilight said skeptically, she knew the truth about Rainbow Dash's injury, but had kept silent. Even so, she was anything but happy.

"Everything! Absolutely everything!" Rainbow Dash complained.

"Really? What are the odds?" Twilight asked sarcastically "You and I both know you're not actually injured."

"It's that obvious huh?" Rainbow Dash asked, Twilight nodded. "Do the others know?" Rainbow Dash asked Twilight.

"I haven't told them." Twilight replied "Just like I haven't told them about you possibily joining the Cloudsdale team. I know that sometimes, it may seem like choosing not to choose is a good decision. But in this case, it's just taking the easy way out. I would've thought this choice would be obvious, but then again I'm not you."

"This isn't making me feel any better, Twilight." Rainbow Dash said crossly.

"Well, you made your decision." Twilight said seriously "Like it or not, I'll respect it. I just hope that, you'll learn something from this experience."

Just then, the door opened, and in walked Fluttershy and Bulk Biceps. "And how is our patient doing?" Fluttershy asked kindly.

Rainbow Dash sighed "I've felt better." she replied.

"We just wanted to let you know that we're so sorry you got hurt, but you shouldn't worry a bit about not being able to be in the tryouts. We'll be alright." Fluttershy said honestly "In fact, we've even found somepony who can take your place."

"Who would that be?" Rainbow Dash asked. Her question was answered a second later, as a familiar cross eyed pegasus mare trotted into the room. Rainbow Dash recognized who it was an instant. "Why her?" she asked Fluttershy.

"She was the only pegasus available on such short notice." Bulk Biceps explained "But she's a good flyer. She said so herself."

"We're so, so sorry that you can't compete. We all know how much you love to fly." Fluttershy apologized "And we promise-"

"Cross our hearts!" Bulk Biceps said proudly.

" ...That if we qualify, and make it to the Equestria Games. You can have your medals if we win." Fluttershy went on "We know how much it would mean to you."

"Really? You'd do that for me?" Rainbow Dash asked.

"Of course. That's what friends are for." Fluttershy replied sweetly.

"Oh Fluttershy, you're too kind for your own good." Rainbow Dash said honestly "I don't deserve any medals."

"Don't try to lie to make us feel better." Fluttershy replied "We'll be just fine. The medals don't matter that much to us."

"Alright everypony, that's enough. Rainbow Dash needs her rest." Nurse Redheart said sternly. Everypony present left the room, and now Rainbow Dash was all alone.

Or so she thought. "So, you're not going to be flying for either Cloudsdale or Ponyville after all. What a pity." a voice spoke up.

"Who said that?" Rainbow Dash asked.

"Don't you recognize me?" the voice replied, and revealed its identity. Sitting off to the side was a pegasus stallion with a sky blue coat. His dark blue mane and tail styled very loosely, and complimented by his green eyes.

Rainbow Dash recongized at once who it was. "Soarin!" she gasped.

"The one and only." Soarin replied.

Rainbow Dash was incredibly surprised to see the Wonderbolt Co-Captain, he was suppose to be with Sptifire and Fleetfoot at the Judges Tent. "What are you doing here, Soarin?" she asked.

"Just visiting an old friend." Soarin explained, and pointed a hoof to the hospital bed next to Rainbow Dash. The mare resting there had a pink coat, and blue-ish green mane that Rainbow Dash had seen not too long ago.

"Alberta Clipper is your friend?!" Rainbow Dash gasped.

"She use to be, a long time ago." Soarin replied sadly "Back when the two of us were recruits trying out for The Wonderbolts together. Everypony said we were the best of the best, and we swore that we'd make it into The Wonderbolts together. Unfortunately, fate had different plans."

"What do you mean?" Rainbow Dash asked.

"Spitfire had just became the new captain, and she pushed us to the limit." Soarin explained "I knew she'd be hard on me, despite us being childhood friends. But Alberta Clipper just couldn't keep up. When I finally joined The Wonderbolts, I felt like my dreams had finally come true. Until I learned that Alberta Cipper had given up on ever joining The Wonderbolts. And with that, we drifted apart. I never saw her again, until I learned that she would be flying for Cloudsdale in the Equestria Games. When that news reached my ears, I knew had to come down here and see her for myself. But I didn't count on our reunion being quite like this."

"So, have you been here this whole time?" Rainbow Dash asked Soarin.

Soarin sighed, and nodded "The saddest thing is, her wing isn't actually sprained. It's actually been healed already."

"But then, why is she still sitting in this hospital bed?" Rainbow Dash asked "She should be out there, flying with her teammates!"

"Unfortunately, from what she told me, Lightning Dust didn't have a use for her anymore." Soarin explained "Lightning Dust told her, that Cloudsdale was going to get somepony else to take her place."

"That somepony else was me!" Rainbow Dash realized "Uh, well, until I got hurt, that is."

"So, I guess we're all out of luck." Soarin sighed "Cloudsdale can't qualify without three fliers, and Ponyville won't qualify without you. Too bad, I was really looking forward to seeing both teams go at it."

Just then, a ray of sunlight peaked in through the window. When it shined down on the Ponyville team flag, Rainbow Dash saw it give off a rainbow colored shimmer, that was reflected in her eyes. It was then that Rainbow Dash knew what she had to do. Without wasting a second, she sprang from her bed.

Soarin was surprised "Better already huh? I guess you've suddenly changed your mind about not helping either team."

"There's no time to waste!" Rainbow Dash said seriously "We've got to get Alberta Clipper to the qualifier, now!"

At the starting line, both the Ponyville and Cloudsdale teams (as well as their supporters) were feeling pretty glum. Nopony wanted to say anything, but they all knew the truth.

The rules specifically stated that all relay teams had to consist of 3 members, no more, no less. With that rule broken, Cloudsdale would be disqualified in an instant.

Ponyville wasn't much better off unfortunately. Even though they had 3 flyers, their morale was broken due to Rainbow Dash being unable to compete. Bulk Biceps and Fluttershy were determined to do their best, but there was only so much they could do without their captain.

Then, in the distance, there came the sound of hoofbeats. Everyone turned to the source, and when they did they couldn't believe their eyes.

"Is that Rainbow Dash... walking?" Twilight asked, as three figures came into focus. One of them was quickly identified as Rainbow Dash.

"Well, what an unexpected surprise." Lightning Dust muttered "I certainly wasn't expecting you to be here."

"Does... this mean you're feeling better?" Jet Stream asked Rainbow Dash.

"I feel great, because the truth is... I was never hurt in the first place." Rainbow Dash revealed, tossing aside her fake bandages. Everypony gasped.

"I might have known you were faking your injuries." Lightning Dust said crossly.

"I faked my injury so that I wouldn't have to choose between flying for Ponyville or Cloudsdale." Rainbow Dash admitted "I wanted to fly with you both, and the decision was too hard! No matter what I picked, I'd be betraying somepony."

"Rainbow Dash, I know how much winning means to you." Fluttershy spoke up "But you really shouldn't have tried to keep this a secret from Bulk Biceps and I. Did you really think we wouldn't find out?"

"I know I was pretty stupid, to not see what should have been obvious." Rainbow Dash replied "But I know now who I should've been loyal to."

"Let me guess, you're going to side with your 'friends' and compete against me." Lightning Dust hissed.

"Actually, yes." Rainbow Dash replied "You lied to me about Alberta Clipper's injury, just so you could get me to replace her! And all under the guise that I'd be betraying my hometown! Ponyville isn't just where I live, but it's where my friends are. The ponies who really care about me, whether I can help them win a race or not."

"Is this true captain? Did you really try to get Alberta Clipper replaced?" Jet Stream asked Lightning Dust.

"Don't act like this is a surprise to you." Lightning Dust said crossly "If you really cared about Alberta, you would've checked up on her in the hospital!"

"I trusted you! I believed you when you told me her injury was too serious, and that the best thing I could do was let her rest!" Jet Stream replied furiously "You didn't just lie to Rainbow Dash, you lied to me!"

"And what did I ever do to you to deserve being cast aside?" Alberta Clipper asked angrily.

"I did what I had to do to make sure Cloudsdale would win." Lightning Dust replied "You would've done the same thing if I'd gotten injured."

"That's not true. We cared about you, and we thought the feeling was mutual." Jet Stream said crossly, barely restraining himself from attacking Lightning Dust right then and there.

"I don't believe you. After everything you two have been through, I am the first pony you were even willing to listen to." Lightning Dust defended "If it were anypony else, you wouldn't trust them at all. You saw for yourselves in the past what loyalty got you, nothing but heartbreak."

"Just because we may have shared a dislike of The Wonderbolts does not mean we didn't believe in loyalty, unlike you." Alberta Clipper hissed.

"Well, whatever. We're still on the same team, so like it or not, we're going to qualify." Lightning Dust said crossly "And if you two don't wanna help me, then that's fine by me."

"We're still going to fly for Cloudsdale." Alberta Clipper said in reply.

"But from now on, we'll be the ones calling the shots." Jet Stream finished, and with that he and Alberta Clipper walked away.

"Come on, Ponyville relay team! We've got a race to get ready for!" Rainbow Dash said, when the arguement had concluded.

"This isn't over yet, Rainbow Dash!" Lightning Dust said furiously "Wipe that smug look off your face! Just wait, you won't know what hit you!"

"Lightning Dust, whatever happened to us in the past, it doesn't have to continue to taint our interactions in the present." Rainbow Dash pleaded "If you would just give friendship a chance, I'm sure you'd understand what loyalty really means."

"Spare me your nonsense! I'll see you at the finish line, and you'll be eating my dust!" Lightning Dust boasted, and flew away.

Rainbow Dash simply shook her head "Arrogant as always." she said to herself.

The race for the qualifier started off with Ponyville and Cloudsdale clearly battling it out for first place, after lagging a bit behind at the start. Bulk Biceps and Jet Stream were neck and neck the whole way through, it was only at the end that Bulk Biceps was able to push ahead slightly and take the lead for Ponyville.

Fluttershy got off to a strong start, and made good progress, but Alberta Clipper was more than a match for her. Fluttershy tried her best, but Alberta Clipper was just too fast once she really got going. Cloudsdale overtook Ponyville for the lead, as Alberta Clipper passed the horeshoe to Lightning Dust. Fluttershy wasn't too far behind, but she was out of breath. She barely had time to catch her breath, as she passed the horeshoe to Rainbow Dash. Now, the race entered its final stretch, and the excitement and tension rose to a fever pitch.

"And Ponyville and Cloudsdale are battling it out all the way! At this point, it looks too close to call!" the announcer shouted out "Cloudsdale and Ponyville are currently tied for first place, with the competition following far behind! This could be a finish for the history books!"

"Woo-hoo! Go, Rainbow Dash!" Pinkie Pie and Twilight cheered together.

"You're the toughest opponent I've ever had the pleasure of going up against, Lightning Dust." Rainbow Dash said, as she and Lightning Dust continued to fly towards the finish line.

"You haven't beaten me yet, Rainbow Dash!" Lightning Dust replied, trying at every opportunity to gain the lead.

"Ponyville and Cloudsdale are approaching the final hoop! The finish line is just on the other side, this could be it!" the announcer shouted. Ponyville and Cloudsdale's supporters watched with interest and anxiety, in a matter of seconds a winner would be determined. The only question on their minds now was "Who will it be?"

And then, it happened. Rainbow Dash and Lightning Dust were flying neck and neck, and neither was willing to give up an inch of space to the enemy. As they entered the hoop together, Lightning Dust made her move. She tried to push hard and shove Rainbow Dash aside, but she pushed too hard, and the resulting reacting force caused her wing to hit the edge of the hoop. One second, she was flying normally, and the next second she was sent into a dizzying spin.

"I don't believe what I'm seeing here folks!" the announcer exclaimed "It seems that the flyer for Cloudsdale is spiraling out of control! She's gonna crash!" Those words set off a series of horrified gasps among the audience.

Lightning Dust was spinning faster and faster with every second, unable to pull out of the spin. As the ground came into view, she shut her eyes, and waited for the horrific crash.

But then, suddenly, Lightning Dust felt herself being scooped up right in midair. When she opened her eyes and looked up, she was surprised to see that it was Rainbow Dash who had grabbed her. "What are you doing?!" Lightning Dust asked.

"Even somepony as mean as you doesn't deserve to crash to the ground!" Rainbow Dash replied "You're gonna finish that race!"

"Just let me go already, I'm your enemy!" Lightning Dust hissed.

"I'm saving your life, even after everything you've done and have tried to do!" Rainbow Dash said crossly "You should be grateful!"

"You're just doing this because you think I'll return the favor somehow!" Lightning Dust said angrily.

"And because it's the right thing to do! I NEVER turn my back on a pony in need, no matter what!" Rainbow Dash said boldly, and flew towards the finish line with all her might. She wasn't in first anymore, but she didn't care. There were more important things than winning first place.

"Wait a minute, what's this?! Ponyville and Cloudsdale are qualifying at the same time!" the announcer spoke up, sounding very shocked "The clock is ticking, there's only a few seconds left! Are they gonna make it?!"

The crowd watched with anticipation, the seconds seemed to tick by slowly. Rainbow Dash and Lightning Dust were getting closer and closer, but the seconds seemed to be ticking by too fast. Was this it, were Ponyville and Cloudsdale both going to be disqualified?

At the last possible second, Rainbow Dash and Lightning Dust flew across the finishing line. Lightning Dust was holding Rainbow Dash's hoof for support, but the moment she was on a cloud, she let go. Rainbow Dash, for her part, breathed a sigh of relief, and wiped the sweat from her brows. "I made it." she said in between pants.

"Ponyville and Cloudsdale qualifiy!" the race offiical announced. The supporters of both Ponyville and Cloudsdale cheered and screamed so loudly that it was almost impossible to hear anything else.

Sometime later, however, Cloudsdale was dealt a surprise ruling that nopony had suspected. The guest judges broke the news. "Upon further consideration, and in light of all the evidence presented to us, we have come to the conclusion that the Cloudsdale Captain committed illegal acts of cruelty." Spitfire announced.

"Lightning Dust not only nearly picked a fight with the captain of the Ponyville Team, Rainbow Dash, but also attempted to replace an injured teammate without permission from the Equestria Games committee, or the judges." Fleetfoot added.

"In addition, it has come to our attention that Lightning Dust and her teammates bribed members of the committee, in order to allow her team to be Cloudsdale's official representation in the games." Soarin said seriously.

"Therefore, in accordance with the rules layed out by the Equestria Games committee, and delivered with the reluctant approval of Ms. Harshwhinny, Lightning Dust, Alberta Clipper, and Jet Stream, are all officially disqualified." Spitfire declared.

Some of Cloudsdale's supporters booed, but most of them cheered at the decision. They felt Lightning Dust had given their country a bad reputation, and while they were saddened to have their country's chance at competing in the Equestria Games taken away, they would not have wanted a cheater and a ruler breaker to represent them at the games.

"However, Cloudsdale itself is not disqualified. I repeat, Cloudsdale itself is not disqualified!" Soarin spoke up.

"It has been decided, that a replacement team will be represent Cloudsdale at the official Equestria Games." Fleetfoot explained.

"At Ms. Harshwhinny's request, we ask that you put your hooves, and talons together, for Cloudsdale's new representitives in the Aerial Relay. Fleetfoot, Soarin, and I!" Spitfire announced. There was a tense silence for a moment, before everyone gathered burst into thunderous applause. The Wonderbolts would restore Cloudsdale's honor for certain, and they were fine athletes.

Once the announcement about Cloudsdale's fate had concluded, it was time for the award ceremony. All of the teams that had qualified recieved medals, based on their total final time. The Wonderbolts took the place of Lightning Dust and her teammates for Cloudsdale's Aerial Relay Team.

"Yeah!" Bulk Biceps cheered, as Ponyville's Aerial Relay team recieved its medals.

"Yeah! Woo-hoo!" Pinkie Pie and Twilight cheered.

"Equestria Games, here we come!" Twilight said proudly, as she and Pinkie Pie posed for a celebration photo with Rainbow Dash, Fluttershy, and Bulk Biceps.

Just before it was time for Team Ponyville to board the train and head back home, Rainbow Dash was surprised to recieve a visit from Soarin. "I wanted to give you this, as a way of showing my gratitude for reuniting me with a friend I thought I'd lost for good." he said, and hoofed Rainbow Dash a badge with the Wonderbolts symbol displayed on it.

"Really Soarin, you don't have to do this." Rainbow Dash replied.

"Don't worry, I have at least a dozen more badges like this back at Wonderbolt HQ." Soarin said with a smile "But this one holds a special place in my heart. Spitfire gave it to me, after I saved her life on a mission gone wrong. She said it her way of rewarding me for my loyalty, and after that display you put on back there with Lightning Dust, I think you've earned it."

"Thank you, Soarin. I promise I'll always treasure this." Rainbow Dash said kindly.

"I know you will." Soarin replied, and smiled as Rainbow Dash boarded the train and headed back home.

Rainbow Dash was all too eager to write about her adventure in the journal, the past few days were filled with events she would never forget. The entry read as follows:

Oh, I can't deny it. I love to win! But if I ever gotta choose between winning and being loyal to my friends, I'm always gonna choose my friends. 'Cause as much as I love winning, I love them waaaaay more.

When Rainbow Dash finished writing, she headed outside to join the celebration party that Pinkie Pie had arranged. If she had turned back to look, she would've seen the badge that Soarin gave her, give off a rainbow colored shimmer.

Author's Note

And so we come to the one Season 4 rewrite everyone's been looking forward to, and the one Season 4 episode everyone finds fault with.

The most obvious problem is this episode's lack of any sort of explanation for anything and everything it does. Nothing in the episode is explained, and makes the episode come across as blantantly contrived.

There's also the character of The Wonderbolts, who are incredibly demonized and villanized in the original episode. Not to mention, the subplots that shoehorn in Applejack and Rarity and focus on running gags that fail to entertain.

Twilight isn't potrayed the greatest here either, as she doesn't tell Rainbow Dash what the most obvious and compelling reasons should be for her to not side with Cloudsdale. And then subsequently gets mad at Rainbow Dash when she decides not to choose.

So here, while The Wonderbolts still appear, they are not the ones representing Cloudsdale. Using Lightning Dust and two OCs helps to save the character of Equestria's greatest flyers (outside of Soarin, who didn't need saving and was arguably the best thing about the episode).

In case you're wondering, "Equestria Games" isn't being rewritten, and the events in that episode still take place. The ending with The Wonderbolts replacing Lightning Dust and her teammates is helping to prevent what would otherwise be a glaring plot hole.

Of course, you didn't really think I would leave Derpy out of the episode, did you? Derpy's cameo was a nice welcome back for her, it was just unfortunate that it only added to the problems of the original episode. Not to mention, there's never a given explanation as to why Derpy wasn't considered earlier, or why she was the first one considered as a replacement for Rainbow Dash in the original episode.

"Appleloosa's Most Wanted" might be on the list for rewrites if I ever make a third installment, but it's not set in stone right now and it won't appear on this installment.

Episodes to be rewritten:
~~The Show Stoppers~~
~~Owl's Well That Ends Well~~
~~Dragon Quest~~
~~Spike at Your Service~~
~~Just for Sidekicks~~
~~Games Ponies Play~~
~~Bats!~~
~~Rainbow Falls~~
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me

S4 E11: Three's A Crowd (What If?)

Author's Note

(WARNING!: This rewrite will not, I repeat NOT feature Discord at all, or the Glass of Water song! If that's a gamebreaker for you, then please respect my opinion and click elsewhere now.)

I know what you're all thinking. "Rewritting a Discord episode so that he does not appear at all?! Has the author gone mad?!" No, I am perfectly sane.

My problem isn't that this episode was a Discord episode, it's that it was just a Discord episode for the sake of being a Discord episode. Nothing changes between his appearance in this episode, and his appearance in "Twilight's Kingdom". He is still as despised in that episode, as he was in the original version of this episode. So if nothing was going to change, then there was no point in making another episode centered on Discord other than to appeal to fans who were begging for more of him.

"Magic Duel" already showed the importance of doing fanservice properly, and "Apple Family Reunion" showed the dangers of thrusting a character into an episode just to give them spotlight, so why those lessons were disregarded is beyond me.

Discord's appearance aside, the first 11 minutes of the original episode are probably some of the worst filler material the show has ever produced. There's Spike abuse for the brief amount of time he's on screen, Pinkie Pie being horribly OOC because the writers think it's funny (it's not), Rainbow Dash being blunt for no good reason, a pointless cameo from Flash Sentry, and just taking too long to get to the actual focus of the episode.

The implications in the second half aren't much better, as Twilight lies to Cadence about how she treats Discord (after the implications make it seem like the mane six minus Fluttershy would care less if Discord was actually sick, and that they still expect him to do as they say even though they lost their bargining chip at the end of "Princess Twilight Sparkle"), and Cadence throws Shining Armor under the bus (with the implications making her seem ungrateful) to make Twilight happy.

So, in order to correct all of those problems, it was necessary for Discord to be removed. And in case you're wondering why "Twilight's Kingdom" won't be rewritten as a result of this rewrite, it's because Twilight does not struggle to live up to her element in this rewrite (although she certainly inspires Trixie to make a change for the better in regards to the magic of friendship).

Out of all the rewrites so far, this is the only one that will include nods to the IDW comics. I won't spoil what they are, but if you haven't read the comics, there might be a few things you won't quite get.

I am currently debating whether or not there will be a third installment of these series of rewrites. All I'll say for now is, don't expect an official announcement until after Season 5 ends.

Episodes to be rewritten:
~~The Show Stoppers~~
~~Owl's Well That Ends Well~~
~~Dragon Quest~~
~~Spike at Your Service~~
~~Just for Sidekicks~~
~~Games Ponies Play~~
~~Bats!~~
~~Rainbow Falls~~
~~Three's A Crowd~~
Filli Vanilli
Somepony to Watch Over Me

S4 E11: Three's A Crowd (What If?)

It was a relatively peaceful morning in Ponyville, nothing seemed to be out of the ordinary. But from a distance, a cloaked figure was observing the town, specifically the Golden Oaks Library. "That's where she lives." the figure thought to itself "Not exactly the most ideal location for a princess, but it'll do." And with that, the figure set off.

Nopony was aware of the cloaked figure's presence, and as Spike headed outside to check the mail, he did not think today would be any different from yesterday. Spike opened the mailbox, took out the letters, closed the mailbox, and went back inside. "Mail's here!" he called.

"Just set them on the table Spike, I'll have a look at them in a minute." Twilight replied, and indeed she did. She searched through the mail as quickly as she could, looking for something that would confirm what she really wanted to know. "Please be a yes, please be a yes, please be a yes..." she said to herself. Then, amongst the letters, Twilight discovered one with a familiar crystal seal. Recognizing who it had come from, Twilight opened the letter and read it without hesitation. When she had finished reading, her eyes lit up and a huge smile formed on her face. "Yes! She can make it, she can make it!" she exclaimed happily.

"Going out on a limb here, but I'm guessing that Princess Cadence said she can come this weekend, right?" Spike guessed.

"I'm finally gonna get to spend some quality time with my sister-in-law!" Twilight said eagerly, her face still sporting that huge smile. "This is the best news ever!"

Just then, there was a knock on the door. When Spike opened it, in walked Fluttershy. Like Twilight, she seemed very excited about something. "Um, so sorry for barging in like this." she apologized.

"Oh, don't be silly Fluttershy, you're not interrupting anything." Twilight said kindly.

"I'm so excited, I just can't wait to tell somepony!" Fluttershy replied, and explained "The Equestrian Society for the Preservation of Rare Creatures have given me permission to observe the rarest, tiniest, most adorable magical creatures in all of Equestria – the Breezies!"

Twilight and Spike were impressed, the Breezies were among the hardest to find creatures in Equestria. Being allowed to observe them was quite an achivement. "Wow, Fluttershy, that's fantastic!" Twilight smiled "I'm so happy for you!"

"Oh, it's not just fantastic; it just might be the best news ever!" Fluttershy said happily.

Just then, Pinkie Pie came barging in. Just like with Fluttershy and Twilight, she seemed excited about something. And it didn't take her long to explain what that something was. "It's a letter from the great Ponyaci himself, that guy was my role model!" she told Fluttershy, Twilight, and Spike, all the while holding up a flyer depicting the famous circus clown "He's opening up a new school for circus performances in Ponypalooza, that's the town with the rock farm I grew up on! And he's asked me to be his guest of honor at the opening ceremony!"

"That must be quite an honor for you, Pinkie Pie! Congratulations!" Twilight said with a smile.

"Could this day get any better?" Pinkie Pie asked happily.

A few seconds later, there was another knock on the front door. "Who could it be this time?" Spike asked.

"I wasn't expecting company." Twilight replied, but went to open the door anyway. When she did, she was shocked at who had been knocking. Looking back at her was a mare with a familiar light blue coat, with an even lighter blue mane and tail styled into a curl, complete with a light purple wizard hat and matching cape. Twilight recognized in an instant who it was. "Trixie?!" she exclaimed "What are you doing here?!"

"Twilight, as much as it pains Trixie to say this, she needs your help." Trixie replied in a raspy voice. No sooner had those words escaped her lips, when the showmare collapsed onto the ground.

"What is going on here?!" Twilight thought to herself.

Twilight wasted no time, and quickly brought Trixie inside. Whatever was going on, she couldn't just leave Trixie after she had specifically sought out help.

"Is everything alright?" Fluttershy asked.

"I don't know." Twilight replied, as she carefully placed Trixie in the guest bed with her magic. Now that she got a good look at the showmare, Twilight could see that Trixie wasn't herself. Her face seemed pale, almost completely void of color. Her eyes had noticeable bangs underneath them, as if Trixie had not slept well in a long time. When Twilight pressed a hoof to Trixie's forehead, she almost screamed in pain at how hot it was.

"Well, this is certainly turning out to be a day for surprises." Spike commented.

"Just what has Trixie come down with?" Pinkie Pie wondered, before she gasped "What if it's some sort of contagious disease?!" And she quickly disappeared in a pink blur, only to reappear seconds later in a hazmat suit.

"What are you-" Fluttershy began.

"There's no time to explain, just put these on! Whatever Trixie's coming down with, we can't let it spread to us!" Pinkie Pie interrupted, and tossed Fluttershy and Spike a pair of matching hazmat suits.

"I'm pretty sure what Trixie has isn't a disease, Pinkie Pie." Twilight replied.

"How can you be certain?" Spike asked.

"Well, Trixie is displaying all the symptoms of a typical flu." Twilight explained "Her pale face and burning hot forehead certainly indicate such a thing. Although, this particular flu seems to be stronger than most cases. Unfortunately, I won't know for certain that such is the case until I can talk with Trixie."

"Shouldn't we get her to a hospital?" Fluttershy asked.

"No!" Trixie shouted in reply, her voice barely audiable due to how raspy it was. "Trixie doesn't need a hospital."

"I'll be the judge of that." Twilight said serious "Just what in the world have you come down with now, Trixie. Or is it, The Great and Apologetic Trixie?"

"Just Trixie will do." Trixie replied, as Twilight sat by the foot of the guest bed.

"Well then, Trixie, do you mind telling me just what in the wide world of Equestria you've come down with?" Twilight asked "I don't think I've ever seen you so weak before."

"It is a long and boring story, Princess Twilight Sparkle." Trixie said somberly.

"There's no need for such formalities, you can just call me Twilight." Twilight insisted.

"But, I thought only your friends could call you that, or was Trixie mistaken?" Trixie asked.

"Don't you get it yet, Trixie? You and Twilight are friends now." Spike replied.

"Friends? After everything Trixie has tried to do, even calling us acquaintances would be a stretch." Trixie said to Spike, then she turned her attention back to Twilight "To spare you the details, Trixie caught a nasty flu bug from one of her shows in Los Pegasus. All those shows wore her down, and before she knew it, she was starting to feel under the weather."

"And let me guess, rather than just take a sick day or two, you kept on performing." Twilight replied.

"Unfortunately, you are correct." Trixie said, coughing slightly "Trixie felt that she didn't have time to get sick, so she continued to perform. Eventually, Trixie woke up one morning to find that she could barely get out of bed."

"If that's the case, why did you come all the way here to see me?" Twilight asked "If you wanted to come see me, all you had to do was send a letter."

"Trixie believes a written request to see Equestria's newest princess would've have been rejected." Trixie replied weakly "She did not expect to find that said princess still lives in the same old dingy library, even after all this time."

"This library is more of a home to me then any castle!" Twilight said seriously "Besides all that, it's not like a castle would just magically appear overnight. Even if I wanted my own castle, it would take months to build. And why go through all that bother, if I can conduct my royal duties just as effectively from here?"

"Well, one thing is for certain." Trixie said, coughing some more (Twilight was grateful that Trixie had the decency to turn her head when she did so).

"What's that?" Twilight asked.

"Your humbleness still hasn't changed, even with your new title." Trixie explained "If Trixie weren't sick, she is certain she could best you in another magic duel."

"That's what this is all about, isn't it?" Spike asked crossly "You're just using this as an opportunity to catch Twilight off guard with some fake 'illness'. And all so you can settle some old grudge match. After all this time, you're still the same egotistical magician that you were when we first met."

"Leave Trixie alone! Can't you see she's in no mood for your 'lectures'?" Trixie hissed.

"Oh please, you don't really think you're fooling anypony with that routine, do you?" Spike said coldly "Just admit it, this is all another attempt at revenge because your last one worked oh so well."

"Spike, don't you think you're being just a little too mean?" Fluttershy asked.

"You don't know Trixie like I do! She never did anything to you!" Spike snorted "She tried to use me as a basketball!"

"Hey, Trixie said she was sorry!" Trixie replied.

"It's true, she did. I heard it myself." Pinkie Pie nodded.

"Oh believe me, that's the least of the things she did to me that made me mad." Spike said crossly "She messed up my home, just to get to Twilight. And then, when she defeated Twilight, she had the nerve to throw her out of Ponyville like yesterday's news! And all without any regard for the fact that she was seperating me from my mother!"

"Spike, Trixie did all those things under the influence of the Alicorn Amulet." Twilight scolded "She apologized afterwards. You know that she never intended to hurt you!"

"Well she did!" Spike replied.

"Excuse me, Trixie. But I believe my son and I need to have a little talk about his behavior." Twilight said seriously "In the meantime, I'll leave you in the capable hooves of Doctor Fluttershy, and her trusty assistant, Nurse Pinkie Pie." Twilight walked over to where Spike was, and the two of them went into another room to talk in private.

Now, Fluttershy and Pinkie Pie were alone with Trixie. Fluttershy turned to Pinkie Pie and gave her a wink. "You know what to do Pinkie." she smiled.

"Time to prep for a housecall. I'll go get the bag!" Pinkie Pie replied, and disappeared in a pink blur once again. She returned a few seconds later, with a white medicine bag, with a red cross printed onto either side.

"I swear, I will never understand how she works. How ever do you manage to live with her randomness?" Trixie asked Fluttershy, as Pinkie Pie began to dig through the medicine bag.

"Trust me, in time you get use to it. Before long, nothing phases you. Then again, Pinkie Pie is a lot more tame compared to Discord." Fluttershy replied.

"Alright, I've got the costumes." Pinkie Pie spoke up, and pulled out a doctor outfit. Fluttershy quickly put it on, while Pinkie Pie slipped into a matching nurse outfit. She then raced over to the bathroom sink, and rinsed her hooves "Don't touch me, I'm sterile!" she proclaimed.

"Okay, let's get to work." Fluttershy said, as she dug into the medicine bag and pulled out a thermometer, a stethoscope, and a tongue depressor.

Down in the basement lab, Twilight was clearing a small space for her and Spike to talk. Spike, for his part, said nothing and just stood off to the side in silence.

In just a few seconds, Twilight had finished rearranging things to the point where she was satisfied. Now she could focus on talking with Spike. "Now then, Spike. We need to talk about Trixie." Twilight said seriously, looking Spike in the eyes.

"Why do we need to talk about her?" Spike asked, trying to sneak around the subject.

"Spike, I know that Trixie did a lot of mean things to you in the past." Twilight began.

"So?" Spike asked.

"You and I both know that Trixie did those things under the influence of the Alicorn Amulet. She said she was sorry, and in the end nopony got hurt." Twilight replied.

"That's not the only reason why I'm not thrilled she's staying here." Spike snorted "She thinks she's the greatest thing since sliced bread! You don't know what it's like listening to her constantly boast over and over again about how 'Great and Powerful' she is! I'm sick and tired of it!"

"She's a magician, it's her job to attract a crowd by any means necessary!" Twilight replied.

"Then why does she continue to refer to herself in the third pony even when she's not performing?" Spike asked crossly "She claims that she's changed, but I don't see any signs that she's truly learned her lesson! If you ask me, I don't think she's sorry at all! She is still a great and powerful pain in my scales, and now I'm suppose to put up with her just because she's sick?!"

"Spike, you're certainly not one to judge!" Twilight scolded "Remember the time when you thought Owlowiscious was going to replace you? Or the time when you felt you had to serve Applejack for the rest of your life because of some 'code'? And what about that time you let your greed get the best of you, and you very nearly destroyed all of Ponyville?"

"You said you wouldn't bring that up!" Spike shouted.

"I know it hurts to be reminded of your past mistakes, but now you know how Trixie must feel." Twilight explained "You think you're the only one who hurt by Trixie's behavior while the Alicorn Amulet was influncing her? How do you think I felt, being seperated from my number one assistant and only son? Do you think I wasn't worried at all what Trixie might do to you?"

"I... guess the thought of that never crossed my mind." Spike considered.

"But I forgave Trixie, because deep down I could sense that she was sorry for what she had said and done." Twilight replied "Let that sink in for a moment. After everything Trixie had done, I had every right to be mad with her. But I forgave her, and gave her a second chance. If there's one thing I've tried my hardest to teach you, my son, it's that you should never let your anger control you. Sometimes, you need to stop and think, before you do something you'll regret later."

"So, you're saying I should just forgive Trixie?" Spike asked.

"You don't have to forgive her if you really don't want to." Twilight explained "It takes a lot to forgive somepony when they've done things to hurt you, even if they weren't intentional. But the least you could do is let go of your hatred towards her, and try to see her for what she is now. Anyone is capable of change if given the chance, Discord himself is a living testament to that."

"I don't know if I will ever be able to completely forgive her." Spike began.

"Like I said, you don't have to forgive her if you really don't want to. There are times when forgiveness isn't possible, but that still doesn't mean you should hold onto your hatred." Twilight explained "That being said, forgiving does not mean forgetting. You can forgive somepony for what they've done, but you won't always forget what they did in the past. The important thing is, to not let what happened in the past, taint the possibilites of the future. Do you get what I'm saying?"

Spike said nothing for a moment, he just stood there in silence. Pondering what his mother had just told him. All this time, he'd been focusing solely on the Trixie that use to be, not the Trixie that was now here. Like it or not, Trixie was just as much his guest as Twilight's, and the least he could do was ease off on her for the time being. "I guess, I could at least try to show Trixie some compassion, for now." he said at last.

Twilight breathed a sigh of relief. "Good. I'm sure Trixie will be happy to hear that." she replied.

"But that doesn't mean I'm going to just let my guard down, and you shouldn't either." Spike continued "You have to at least consider the possibility, that Trixie could be faking her illness. And if she tries to do anything to hurt you or me, I'll make sure she regrets it in an instant."

"I've been considering that possibility since Trixie showed up at my doorstep." Twilight told Spike.

"Well then, as long as Trixie truly has turned over a new leaf, I'm willing to give her a second chance." Spike said seriously "But I just don't have it in my heart to forgive her, just yet. Perhaps, in time, that will change as well."

"If there's ever anything troubling you, you can come talk to me Spike." Twilight said, embracing him in a hug "I'm very proud of you for letting go of the past. Now, I think we'd better check and see how our little 'patient' is doing."

"Okay Nurse Pinkie, can you please hoof me the thermometer?" Fluttershy asked, holding her hoof out.

"No sooner said than done, Doctor Fluttershy." Pinkie Pie replied, and hoofed the thermometer to Fluttershy, who proceeded to place it into Trixie's mouth.

"How's everything coming along?" Twilight asked, as she and Spike came to check up on Trixie.

"Pretty good so far." Fluttershy said with a smile.

"If Trixie keeps this up, she's going to get a nice, tasty lollipop when everything is said and done." Pinkie Pie added.

"Well, that's just fantastic." Twilight said happily, and turned to Trixie "Feeling any better yet?"

"Not really." Trixie replied, her voice still raspy. Then, all of a sudden, she sneezed, and the thermometer shot out of her mouth like a rocket.

Reacting quickly, Twilight caught the thermometer with her magic, seconds before it would've hit the ground and shattered into pieces. "Goodness, what a sneeze." Twilight commented, as she carefully cleaned the themometer, before giving it back to Fluttershy.

"Okay Trixie, we're almost done. There's just one little teensy weensy thing left to do." Pinkie Pie told Trixie.

"You're not going to give Trixie a shot, are you?" Trixie asked.

"Of course not, silly. Nopony likes getting shots." Pinkie Pie replied.

Trixie sighed with relief "That's good. The last thing The Great and Apologetic Trixie needs right now is a shot to her rump." she said honestly. But she was still surprised when Fluttershy pulled out a bottle of some kind, along with a spoon.

"I know what you're thinking." Fluttershy said, when she looked at Trixie "You're thinking 'Just what is that stuff?'."

"It's like you read Trixie's mind." Trixie replied weakly, coughing some more.

"It's medicine that will help to bring down your fever." Fluttershy explained, as she unscrewed the lid on the bottle, and poured a drop of the medicine onto the spoon.

Trixie took one look at the medicine, and immediately gagged. The brownish green color of the medicine did not look very appealing at all, more than likely it would taste awful. "There is no way Trixie's taking that stuff." Trixie protested.

"You'll never get better if you don't take your medicine." Fluttershy told Trixie.

Trixie shook her head "Trixe is not taking that stuff, and you can't make her." she said, and turned her head away.

"Oh come on, there's no need to be such a big baby." Spike said to Trixie "Is The Great and Apologetic Trixie afraid of a little fever medicine?"

"Trixie is not afraid!" Trixie replied.

"Then what's the big deal?" Spike asked "What's so wrong with a little medicine?"

"It's going to taste really bad, that's what's wrong with it." Trixie explained.

"And how would you know, you haven't actually had any, yet." Spike said seriously.

"Trixie is not taking bad tasting medicine, and nothing you say or do is going to make her change her mind." Trixie huffed, and turned her head away once again.

"Ah, what a shame. And here I thought you always considered yourself Great and Powerful." Spike teased "Guess I thought wrong."

"Spike, what are you doing?" Twilight asked crossly.

"Just using the same old technique you used on me when you use to give me medicine." Spike whispered in reply, and went on teasing Trixie "You can't really call yourself Great and Powerful if you're afraid of a little medicine. So who cares if tastes awful? Do you really want to continue to feel weak and helpless all the time?"

"Trixie may be many things, but she is NOT weak! Trixie is not afraid of anything!" Trixie shouted.

"Then prove it! Take that medicine if you're really not afraid!" Spike urged.

"Trixie shall do so, if for no other reason than to shut you up!" Trixie said angrily, and turned to Fluttershy "Just hurry and give that stuff to Trixie, so she can show that dragon over there a thing or two about calling Trixie weak!"

"Told you it would work." Spike whispered to Twilight.

"Okay then Trixie, open your mouth and say 'aah'." Fluttershy instructed, as she moved the spoon with the medicine closer to Trixie.

Trixie reluctantly obeyed. "Aah" she said, opening her mouth as wide as she could. As it turned out, the medicine didn't taste as bad as Trixie had thought it would. But it still had quite an overwhelming taste to it, and Trixie began to cough up a storm.

"See? Now that wasn't so bad, was it?" Spike asked Trixie.

Trixie could only nod her head in reply.

"Are you alright, Trixie?" Twilight asked.

"Trixie... has felt better." Trixie responded, her voice as raspy as ever. "Could you maybe bring Trixie a glass of water to wash out the taste? And a few hankerchiefs while you're at it?"

"I'll get the hankerchiefs." Spike volunteered, and raced away, much to the surprise of both Fluttershy and Pinkie Pie. Twilight could only smile, as she went to fetch a glass of water for Trixie. "I think Spike's really starting to patch things up with Trixie." she thought to herself.

The next two days passed relatively uneventfully. Twilight, with help from Fluttershy, Pinkie Pie, and Spike, continued to nurse Trixie back to health as best she could. She was hoping to have Trixie better before the weekend, but as that deadline drew closer and closer, Twilight realized that it would take at least a little longer for Trixie's illness to go away.

As much as she hated to do so, Twilight realized she would have to reschedule her bonding time with Cadence. A sick friend took priority over a visit from her sister-in-law. Reluctantly, Twilight wrote Princess Cadence a letter explanining the situation as best she could, and it went something like this:

Dear Princess Cadence,

I hate to be the bearer of bad news, but I'm afraid I will have to take a rain check on our bonding time together this weekend.

A friend showed up at my doorstep a few days ago, and she was suffering from a particulary nasty flu. She has improved a little, but I believe she will need at least the weekend before she can fully recover.

Since I don't want to seem like an inconsiderate friend, and because I don't want you to catch Trixie's illness, I will be unable to spend time with you. It a shame though, because I was really looking forward to your visit.

Your sister-in-law,

Twilight Sparkle

Twilight was quite surprised when she recieved a reply about a day later, from Princess Cadence herself. The reply read as follows:

Dear Twilight,

Unfortunately, it seems that Shining Armor has already made arrangements for my trip to Ponyville, and it is too late to cancel them.

I am certain, however, that we can still spend a little time together. Just not as much time as we had originally planned.

Look out for me at the train station at the designated time. I have a feeling that you'll be surprised at the sort of accommodations that the crystal princess receives.

Your sister-in-law,

Princess Cadence

P.S. We're both royalty now, so you do not need to always address me as Princess Cadence. Cadence will be fine enough.

"Well, this is certainly unexpected." Twilight said when she had finished reading the letter. She sighed, as she considered her options. Fluttershy and Pinkie Pie were going away on the very day that Cadence would be arriving. And even if Spike had started to warm up to Trixie a little, she certainly couldn't just leave him to look after Trixie. She would have to make other arrangements, and so she set out to talk to Rarity, Applejack, and Rainbow Dash. "I just hope they don't have somewhere else they need to be this weekend." she thought to herself.

The day of Cadence's visit arrived, and although Trixie was much better off than she was at the start of the week, Twilight wasn't convinced Trixie was well enough to leave just yet. Her concerns were proved true when Trixie's temperature was still higher than usual. "Another day of bed rest and medicine should do the trick." she said to Trixie "I'll be away for a few hours, visiting with somepony very important. The rest of my friends should stop by to check up on you."

"Go ahead and enjoy yourself, Twilight Sparkle." Trixie replied. Her voice wasn't as raspy as it had been, but it still wasn't quite back to normal just yet. "Trixie won't be going anywhere."

"See that you don't." Twilight said seriously, and she and Spike headed to the train station to see Fluttershy and Pinkie Pie off.

Fluttershy's train was to leave first, bound for Western Equestria. Pinkie Pie's train was scheduled to leave soon afterward on a non-stop trip to Ponypalooza. And not long after both Fluttershy and Pinkie Pie's trains had left, Princess Cadence was slated to arrive on her own private train.

Twilight, Spike, Rarity, Applejack, and Rainbow Dash, had all gathered at the train station to say goodbye to their friends. It would certainly feel odd to have two of their friends away on trips for a couple of days.

"It can get pretty cold sometimes out in Western Equestria." Rarity said to Fluttershy, and levitated a small sheet over to the pegasus with her magic "So here's a wrap, in case you need it."

"And I packed both you and Pinkie Pie a basket of nice fresh apples in case either of you get hungry." Applejack added.

"Have a great time!" Twilight called "Make sure you and Pinkie Pie send us a postcard when you get to your destinations."

"I will, and I'm sure Pinkie Pie will do so as well." Fluttershy replied "I hope you have fun with Cadence."

Just then, the train's whistle blew. This was the signal that it was ready for departure, and all passengers were to board at once if they did not wish to be left behind. "All aboard!" the conductor shouted, as Fluttershy stepped onto the train. A few second later, the doors closed, the train blew its whistle again, and with a chuff of steam it departed the station. Everypony on the platform waved at Fluttershy.

"Goodbye! Goodbye, everypony! See you in a few days!" Fluttershy called, waving back from the rear of the train. And she continued to wave until she was out of sight.

With the train bond for Western Equestria having left, the train bound for Ponypalooza emerged from the siding it had been diverted onto and puffed into the station, announcing its presence with a puff of steam from the smokestack.

"All aboard!" the conductor shouted, as the coach doors were opened and the passengers made their way onto the train.

"Well girls, looks like I'd better get going. Ponyaci will be expecting me." Pinkie Pie said to her friends, and stepped aboard.

"If you see your parents while you're in Ponypaloooza, tell them we said hi." Twilight called.

"Will do!" Pinkie Pie replied. A few moments later, when the points had been properly set, the train bound for Ponypalooza departed. Like with Fluttershy, everypony on the platform waved at Pinkie Pie, and Pinkie Pie waved back until the train disappeared into the distance.

"Now girls, are you absolutely sure you know what to do?" Twilight asked her remaining friends.

"Now, now, don't you worry about a thing!" Rarity said in reply.

"We got the message." Rainbow Dash added.

"If Trixie wasn't any trouble for you, Fluttershy, or Pinkie Pie, I doubt she'll be any trouble for us." Applejack finished "We'll take good care of her. In the meantime, you go ahead and have a hootenanny with your kinfolk."

"It's just, I'm a bit nervous about Cadence's visit. That's all." Twilight admitted.

"What could you be nervous about, Twilight? Cadence just loves ya to pieces, and you know it!" Applejack replied.

"I know, but I really want her visit to go along without a hitch for once!" Twilight went on "First it was changelings, then it was some evil tyrant out for revenge, and then there was the whole games inspector fiasco."

"The fate of Equestria has hung in the balance during most of your visits with her." Rarity acknowledged "Though, they all worked out for the best in the end."

"That may be so, but my point still stands. Cadence and I haven't really had a chance to just enjoy hanging out again, like we use to do." Twilight explained "Which is why it's so important that this visit just be about the two of us having some real quality time together. It's not like that's too much to ask for or anything, right?"

"So, what exactly's your plan for makin' sure it goes that way?" Applejack asked.

"Knowing Twilight, it's probably some sort of exhibit that she finds fascinating." Rainbow Dash replied "And something tells me it's not a Daring Do convention."

"It's a one day only exhibit, right here in Ponyville." Twilight explained, and pointed to a poster showing a white unicorn stallion with a long white beard, and a pointy blue wizard hat, with a series of bells hanging from it. The stallion depicted seemed to give off a vibe of wisdom and power, as well as some degree of enigma.

"If my eyes don't decieve me, I've seen that image before." Rarity commented.

"It's an advertisment for the Star Swirl the Bearded Traveling Museum!" Twilight told Rarity "The timing couldn't be more perfect!"

"Sounds to me like a perfect drama-free way to spend the day with Cadence." Rarity replied.

"Not counting the drama surrounding which one of the bells from his cloak they've chosen to put on display." Twilight said, before pointing to the bell on the lower left corner of the poster "Spoiler alert: it's this one!"

"Well, thanks for telling us about it!" Rainbow Dash replied sarcastically.

"Sorry, I kind of thought that was common knowledge at this point." Twilight apologized.

"Just don't try to pull that sort thing on me with the next Daring Do book! I'd rather not have a major event in the story spoiled, thank you very much." Rainbow Dash said seriously.

A second later, in the distance there come an unfamiliar whistling sound. It still sounded like a train whistle, but it was unlike any sort of train whistle that anypony had ever heard before. Everypony on the platform looked back along the line, and what they saw fascinated them to no end.

"I don't believe what I'm seeing!" Spike exclaimed, as he and everyone else saw a streamlined steam locomotive shrouded in crystals pulling a series of highly stylized coaches. It pulled into the station, and halted with some very loud screeches from the brakes. Then, with much fanfare, a red carpet was rolled out, as Princess Cadence emerged from her private car accompanied by two crystal guards.

Both Princess Cadence and Twilight bowed to greet each other. "Your Highness." Princess Cadence greeted.

"Your highness." Twilight replied, before she and Cadence giggled, and did their secret hoofshake. "Sunshine, sunshine, lady bugs awake. Clap your hooves, and do a little shake."

"It's good to see you again Cadence, I can't wait to spend time with you." Twilight said happily

"Knowing you, you've already made some plans." Cadence said to Twilight, as the crystal train left the station platform and pulled into a siding to clear the line for other trains.

"Boy, have I. Hang on just one second, there's something I need to arrange." Twilight told Cadence, and turned to Spike. "Spike, you know how to get in touch with me, right?' she asked him.

Spike nodded "Of course." he told Twilight.

"Good, then you go with the girls and keep an eye on Trixie for me." Twilight instructed "If anything happens, let me know."

"Are you sure about that Twilight? I think Rarity and the others can manage just fine on their own." Spike replied.

"I'm sure they can as well, but it never hurts to have a plan in place should any sort of emergencies pop up." Twilight explained "If I have to cut my time with Cadence short to come help, she'll understand."

"Well, alright. If you're needed back at the library, you'll know in an instant." Spike said seriously "I won't let you down, Mom."

"I knew I could count on you, my son." Twilight said kindly, and sent him to meet up with Rarity, Applejack, and Rainbow Dash, who were on their way to the Golden Oaks Library to check up on Trixie. Twilight smiled. "Hopefully, everything will be okay." she thought to herself, as she and Cadence headed for the Ponyville market square, where the traveling museum had been set up.

The Star Swirl the Bearded Traveling Museum was a fine exhibit, and both Twilight and Cadence enjoyed themselves enormously. Cadence was every bit a Star Swirl fan as Twilight, and the two of them enjoyed exchanging information about him that they thought the other wouldn't know.

"A whole day just to celebrate Star Swirl the Bearded. What could be better?" Twilight asked, as she and Cadence moved from one display to the next. Twilight was dressed up in her Star Swirl the Bearded costume she'd saved from Nightmare Night. It had needed some adjustments to accommodate her wings, but it still fit surprisingly well.

"Absolutely nothing." Cadence replied "I'm glad that despite our roles in Equestria, we can still spend time together."

"I'm glad too." Twilight said happily.

Just then, Cadence spotted a display that really caught her eye. "Is that the candlestick he used to light the way when he was exploring the caverns of Maretania?" she gasped, and raced over to get a good look at it.

"It sure is!" Twilight said eagerly. At first glance the candlestick didn't seem very special, it just looked like any other candlestick. But if one looked closely enough, they would see that the candlestick had a slightly burned out look to it, as if it had been used quite heavily.

"Oh, I can't believe I'm getting to see it in real life!" Cadence exclaimed "Life in the Crystal Empire has been great, but sometimes it's nice to be able get away from the stress that comes with being the head of an entire empire."

"No kidding. It's not easy being in charge of a country." Twilight replied.

"Shining Armor feels the same way." Cadence added "On some evenings, we're so tired that we don't even have time to stay up and say goodnight to one another."

"I never knew it was that exhausting." Twilight commented.

"Well, it is. That's why Shining Armor was so insistent I take this weekend off and just spend time with you." Cadence told Twilight "I'm sure Shining Armor would've loved to come and see you as well."

"Well, somepony's got to make sure everything in the Crystal Empire keeps running smoothly." Twilight replied "Maybe you could bring him home a souvenir. You know, as a sort of 'Thank you' present."

"Great idea Twilight!" Cadence said happily, and pointed to a small tent not far from the current display. "That looks like the gift shop, why don't we take a look and see what they're selling." And they did, Cadence eventually settled on a bell similar to the one that been chosen for the traveling museum. It was said that the soothing sound it gave off, was a great stress reliever.

Since Cadence was staying for the weekend, Twilight had to make arrangements to accommodate her guest. Rather than boot Trixie out of the guest bed, Twilight (with some convincing) managed to get Rarity to part with her fainting couch.

"It certainly doesn't compare to what you're probably use to sleeping on, but it should be comfortable enough for a good night's rest." Twilight told Cadence "Even if I had Trixie leave the guest bed, I'd still have to wash the sheets so you don't catch whatever she came down with."

"I don't mind at all, Twilight." Cadence replied, as she climbed onto the couch "See you in the morning." And she let out a massive yawn.

"See you in the morning as well, Cadence." Twilight called, and headed upstairs. After checking on Trixie (and seeing that she was fast asleep), Twilight climbed into her bed and went to sleep.

Next morning, Twilight was surprised to see Trixie up and about. She seemed much better, almost as if her illness had never happened.

"Well, it looks like somepony's back to full strength." Twilight commented.

"Indeed. Trixie is well rested, refreshed, and ready to take on all of Equestria." Trixie replied eagerly.

Spike just simply shrugged "I guess some things never change."

Trixie ignored Spike, and turned to Twilight "Trixie thanks you for your hospitality, Twilight Sparkle." she said kindly.

"Don't mention it. As the old saying goes 'A friend in need is a friend indeed'." Twilight replied.

"But, now that The Great and Apologetic Trixie is back to full strength, she believes the time has come for us to settle the score once and all." Trixie went on.

"What?!" Twilight gasped.

"You heard Trixie, it's time the two of us had another magic duel! Don't think you'll beat Trixie just because you're an alicorn." Trixie said seriously.

"You're crazy! You can't beat me Trixie, or did you forget what happened last time?" Twilight asked.

"Our last duel did not count, because Trixie was using that amulet to boost her power. This time, it will be an honorable duel." Trixie explained "My magical power against yours."

"Will you not listen to reason?" Spike asked crossly "Twilight will wipe the floor with you in ten seconds, and that's if you're lucky."

"Trixie has been practicing." Trixie boasted "She is certain that she will be more than a match for Twilight Sparkle. Or is the so called 'Princess of Friendship' afraid of a little competition?"

"Hardly." Twilight replied "If you really think you stand a chance, then I'll take your challenge. Does this mean we can settle this so called 'rivalry' once and for all?"

"Of course." Trixie nodded "After today, we'll know for sure which of us is better."

"Fine by me!" Twilight said seriously "Name the time and place, and I'll be there!"

"Trixie knows of the perfect location for us to hold our duel." Trixie replied, and brought up an image of a lonely hill overlooking miles and miles of barren land unoccupied by anyone, be they pony, zebra, dragon, or anything else. The only detail that stood out, was a single flower that rested atop the hill. "Nothing but wide open spaces as far as the eye can see."

"How am I suppose to get there?" Twilight asked.

"Trixie can teleport you there, or would you rather fly all the way there on your own power?" Trixie offered.

"And since when can you teleport?" Spike asked "Last time I checked, you couldn't even pull off an escape trick."

"That was then, and this is now. But if you don't believe Trixie's words, perhaps this demonstration will provide you with the proof you need." Trixie explained, and lit up her horn. She disappeared in a pink flash, and reappeared only seconds later, standing right behind Spike.

"What?! But how did you-" Spike began.

"Trixie has been practicing." Trixie interrupted, and turned once again to Twilight "So, what will it be? Will you take Trixie up on her offer, or will you chicken out?"

"If it's a magic duel you want, it's a magic duel you'll get." Twilight said seriously "May the best mare win."

"Excellent." Trixie smiled "You have five minutes to prepare, then we're off! Don't keep Trixie waiting."

"I won't. You'd just better be ready to leave when those five minutes are up." Twilight replied.

"Are you sure you really want to do this?" Spike asked Twilight.

"Trixie certainly seems hung up on it, and something tells me she won't back off until this duel is concluded." Twilight told Spike "I don't like it anymore than you do, but hopefully the outcome of this duel will be enough to encourage Trixie not to challenge me again."

"Well, even if it's just to provide moral support, I'm coming with you!" Spike said seriously "I'll be darned if Trixie thinks she can seperate us again!"

"I'm coming too." Cadence spoke up.

Twilight was quite surprised "This is between Trixie and I. Why are you so interested in our duel?" she asked Cadence.

"My life in the Crystal Empire has been fine, and Shining Armor is a wonderful husband, but even so I've been a bit bored." Cadence explained "A magic duel sounds just as exciting to me, as a traveling museum centered on Star Swirl the Bearded."

"Well, if you two want to come along and cheer Twilight Sparkle on, be Trixie's guest." Trixie said crossly "Just don't get any ideas about trying to join in. This will be a fair fight!"

"She's right." Twilight added "Unless I say otherwise, I don't want either of you interfering with the duel. Knowing Trixie, it won't take long."

"Now then, if everything is ready, let's be off!" Trixie said seriously, and in a flash of pink magic, she, Twilight, Cadence, and Spike, all disappeared. They reappeared a second later at the location Trixie had showed earlier.

Spike and Cadence watched, as both Twilight and Trixie took up positions at opposite ends of the hill. The tension seemed to be so thick that you could cut it with a knife.

"There is only one rule that will be needed for this duel." Trixie explained to Twilight "The last mare standing will be the winner."

"Fine by me." Twilight replied "I'm ready when you are!"

But before either Twilight or Trixie could make a move, the ground suddenly began to shake violently, as if something big and alive was beneath it. Spike and Cadence could feel it as well, and they didn't like it. "Wait a minute, something is not right here." Twilight said, as the ground continued to shake.

"What's going on?! Is this some sort of trick?!" Trixie asked furiously.

"It's no trick!" Twilight replied "I don't think we're alone!"

"Just who or what could be living underneath this hill?" Spike asked Cadence.

"I don't know, but I have a very bad feeling we're about to find out." Cadence said to Spike. And, she was right. A second later, the flower that had been on top of the hill disappeared, as a giant worm like creature burrowed its way to the surface. Twilight, Trixie, Cadence, and Spike, all screamed in horror.

"That thing is huge!" Spike exclaimed.

"And it doesn't look friendly!" Twilight added.

"Just what in the world of Equestria is that thing?!" Trixie exclaimed.

The worm like creature did not reply, it simply burrowed its way back underneath the surface of the hill. Unfortunately, the ground continued to shake. Cadence realized what was going on. "We have to get out of here, now!" she shouted. Spike wasted no time, and quickly hopped onto Cadence's back.

Unfortunately, Twilight and Trixie were not so lucky. Before they had a chance to move, the ground gave way beneath them. Cadence was barely able to take off just before the place she had been standing on collapsed.

Spike was frantic. "Twilight!" he shouted, horrified at the thought that his mother was trapped underground with some sort of monster worm. "What are we gonna do?!" he asked Cadence.

"We need to get to someplace where we'll be safe from that worm!" Cadence replied "Once we've done, we can start working on a plan to save Twilight and Trixie!"

"But they're down there with that, that, that thing!" Spike stuttered.

"Twilight can manage just fine, I'm sure of it!" Cadence reassured Spike.

"And what about Trixie?!" Spike asked.

"Hopefully, she can hold out until either Twilight or I can get to her!" Cadence replied, and set Spike down on a patch of ground far from where the worm like creature had originally surfaced. "If I'm not back in ten minutes, send a message to Princess Celestia requesting back up!" She instructed, and set off to find Twilight and Trixie. "Just hope they're not trying to duel each other with that worm like creature on the loose." she thought to herself.

Twilight wasn't too worried for her own safety, she had been in tougher situations than this before, and she was more than capable of defending herself if need be. But outside of the Ursa Minor incident, Trixie had never been involved in life threatening situations. And Twilight was worried that such a thing would put Trixie in danger. "Trixie! Trixie! Where are you, Trixie?!" Twilight called, hoping beyond hope that the giant worm hadn't gotten to her yet.

"Twilight?" came a muffled replied.

"Trixie?! Trixie, is that you?!" Twilight called back.

"Where are you, Twilight?!" the muffled voice asked.

"I'm not sure exactly." Twilight replied.

"We've got to think of a way out of here!" Trixie said seriously "I don't wanna be worm food!"

"Calm down Trixie, we're gonna be okay!" Twilight said reassuringly.

But Trixie wasn't convinced, by now she had dropped her third pony speech pattern due to fright. "We're not gonna be okay! We're stuck down in these tunnels, and that worm monster could strike at any second!"

"Trixie, we're never going to find a way out if you keep panicking like this!" Twilight told Trixie "Just stay calm and listen. If we follow each other's voices, we should be able to meet up."

"Then what will we do?" Trixie asked frantically.

"Leave that to me!" Twilight said seriously, as she made her way through the system of tunnels, using her horn to light the way "Just keep talking." she instructed to Trixie.

"What is there to even talk about?!" Trixie replied.

"I don't know! Just think of something, anything!" Twilight told Trixie "Maybe you could tell me why you're still so hung up on trying to best me in a contest of magic. I really want to know just why you're so set on being my rival."

"You wouldn't understand, nopony understands me." Trixie complained.

"That's not true at all!" Twilight said seriously.

"Oh, it's true all right." Trixie went on, Twilight could hear her sigh "For as long as I can remember, I've always had to prove myself to be better than others. Whether it be a fellow classmate in school, or Celestia's prized pupil. Every time I tried to perform, I would never truly be able to reach the crowds I wanted. It seemed like someone or something else was always upstaging me. Eventually, I started making up stories to make myself sound important. I figured that, if others thought I was this Great and Powerful being, I'd start to believe it myself."

"So that's where this whole Great and Powerful shtick comes from." Twilight realized. Trixie's voice was growing louder, so she figured the two of them were getting closer. "Just keep talking Trixie, we've almost found each other." she thought to herself.

"Indeed, and that is why I made up that tale about the Ursa Major." Trixie explained "And when that story was revealed as a lie, my life took a turn for the worst. Then the whole 'Alicorn Amulet Incident' occurred and we both know how that turned out. But when it had finally ended, I thought I was finally going to be able to live the life I wanted. If only I'd realized how foolish that was."

"What do you mean? What was so wrong with thinking your life would look up after you turned over a new leaf?" Twilight asked Trixie. "Just a few more seconds Trixie, we're practically on top of each other."

"I had only been performing for the better half of a couple of months, when word reached my ears that Celestia's prized pupil had done the impossible and ascended into alicornhood as a princess." Trixie explained sadly "And in that moment, I realized that as much as I might want to deny it, there would always be somepony better than me. Somepony who could not only do what I do, but also do it better. Furious at myself, I threw my mind into a way to make ponies notice me! I tried everything I could think of, but nothing worked. At that point, I just stopped caring. I didn't care what I did, or where I went. I traveled all around, hoping that I might be able to forget the source of my anger. I eventually settled for a brief stint in Los Pegasus, that ended with me getting so sick they wanted nothing to do with me. And that, is the sad story of my life."

"Well, you've been through more than I expected." Twilight said, as she and Trixie finally met up with each other. "But for now, let's focus on getting back to the surface."

"How are we gonna do that?!" Trixie asked.

"I'm gonna blow a hole in the ceiling with a spell." Twilight explained "Then I'm gonna let my wings do the rest of the work."

"You're crazy, there's no way that will work!" Trixie replied.

Before Twilight could offer up a response, a familiar light bue aurora appeared directly overhead. She knew at once who it belonged to, and as the aurora expanded, she realized what she needed to do. Wasting no time, she cast a shield spell, and pulled Trixie close to her. Just seconds later, a massive hole appeared and rays of sunlight shined down through it.

"Twilight?! Trixie?! Are you there?!" Cadence called.

"We're right here Cadence!" Twilight called back "We'll be out in a matter of seconds!"

"You'd better hurry up, I think that worm creature is coming back for round two!" Cadence said seriously, as the sound of dirt moving could be heard.

"Hold on tight Trixie!" Twilight instructed, as Trixie wrapped her hooves around Twilight's body. Twilight flapped her wings as hard as she could, and slowly but surely she lifted herself and Trixie back up to ground level. Just a few seconds later, the worm like creature from earlier came burrowing up through the opened hole.

"Trixie, you get to safety!" Twilight said to Trixie.

"But what about you?!" Trixie asked, as she began to back away.

"Cadence and I will make sure that creature doesn't bother us anymore! Now go!" Twilight said seriously, Trixie didn't need to be told twice.

Cadence turned to Twilight "Ready when you are." she said seriously.

"Thought you'd never ask." Twilight replied, and the two alicorns took off into the sky. The worm like creature was no match for them, and in a matter of seconds it was defeated, despite one or two close calls. After the worm had been defeated and driven back, the hole from which it had burrowed out of was covered up with a massive pile of rocks. For good measure, the remaining holes were sealed up as well.

"That should keep it from popping back up unexpectedly." Cadence said, panting heavily. The fight had been exhausting, and both she and Twilight were taking a moment to catch their breath.

"I'm sorry this all had to happen." Twilight apologized to Cadence.

"Well, I said I wanted some excitement in my life and I most certainly got it." Cadence joked "Guess that will teach me to be more careful what I wish for in the future."

"Wow! That was both incredibly amazing, and really scary at the same time!" Spike commented, as he and Trixie approached. They had seen the entire battle from a distance, and what they saw would stick with them for some time.

"I'm just glad it's all over. I don't know about the rest of you, but I think I've had enough excitement for one day." Twilight replied, then she noticed something in the distance. When she picked it up with her magic, she saw that the object was a familiar light purple hat. "Hey, Trixie! You forgot something!" Twilight called, and used her magic to toss the hat to Trixie.

Trixie looked at the hat for a moment, then she gave it back to Twilight and said "You keep it, Twilight. As of this day, Trixie is Great and Powerful no more." and to emphasize her point, she removed her cape. Twilight could've sworn she saw a tear form in Trixie's eye, as the stage mare disappeared in a flash of pink magic, and a puff of smoke.

Twilight said nothing, as she brought the cape over to her. It seemed a bit dirty, and torn in some places, but otherwise it was relatively unscathed considering what it had been through. She clutched the cape and the hat firmly in her grasp, as she, Cadence, and Spike, teleported back home.

"Think we've seen the last of Trixie?" Spike asked, once they had all teleported back to the first floor of the Golden Oaks Library. He didn't want to admit it, especially not to Twilight, but he had started to consider Trixie a friend. He still hadn't quite forgiven her for what she'd done in the past, but he'd come to realize that it just wasn't worth staying angry at her.

"Somehow, I don't think so." Twilight replied, as she stored the items away in the basement. "Somehow, someway, I get the feeling that we'll run into her again at somepoint."

The next day, Cadence returned to the Crystal Empire, and both Fluttershy and Pinkie Pie came back. Needless to say, they were as surprised as everypony else when Twilight and Spike told them what had happened with Trixie.

"I always knew she was a bit crazy, but I never would've thought she'd ever drop her Great and Powerful routine." Rainbow Dash said, once Twilight had finished telling her friends.

"I'd be more than willing to fix up the hat and cape, in case Trixie ever wants them back." Rarity offered.

"Thanks, but I think I'll hang onto the items as they currently are." Twilight replied "And you know, I think both Trixie and I learned something from each other."

"You did?" Fluttershy asked.

Twilight nodded "I learned just being with friends can make even the most chaotic of days good ones. It doesn't always matter how you spend a given day, as much as it matters who you spend it with. And Trixie learned that you shouldn't compare yourself to others. If you do, you'll never be satisfied with yourself. And that will only lead to anger and hatred at yourself."

"Sounds like a very important lesson to have learned if you ask me." Applejack agreed.

"I can't believe I missed out on all of that." Pinkie Pie complained "Even if it was nice getting to spend time with my role model, and my family."

"Speaking of which, how were your trips?" Spike asked Fluttershy and Pinkie Pie "Anything exciting happen to either of you?"

"Well, it all depends on how you look at it." Fluttershy said in reply, Pinkie Pie just nodded.

S4 E14: Filli Vanilli (What If?)

It was a fine spring morning in Equestria. The sun was shining, birds were singing, and everywhere you looked it seemed like everypony was happy.

But nopony was more happy than Sweetie Belle. In fact, she was happier than she had ever felt before, and she didn't particularly know why. She was just happy to be who she was.

And so it was, that on this beautiful day, Sweetie Belle was strolling through town. All the while singing a little tune to herself, and went it something like this:

There's music in the treetops

And there's music in the vale

And all around the music fills the sky

There's music by the river

And there's music in the grass

And the music makes your heart soar in reply

In her mind, Sweetie Belle imagined her parents and her sister Rarity listening to her sing, and they were all showering her with praise for her beautiful singing. "Oh, thank you all. Thank you all so much. You're too kind." she said to herself, not really caring whether or not anypony overheard her talking to herself.

But suddenly, Sweetie Belle became aware of the fact that she wasn't alone. As a familiar voice called out "Wow! I don't think I've ever heard such beautiful music before."

Sweetie Belle gasped, Scootaloo and Apple Bloom had overheard her singing. Normally, she would've blushed in embarassment, but now she was more worried. There was a reason why she never tried to let her voice stand out when singing in a group, a reason she really didn't want to disclose. "Oh... You... um... you didn't just hear me... um..." she stuttered, unable to come up with the right words. She wanted to say "You didn't just hear me singing. You must've been imagining things." But the words died on her tongue.

"Singing in the most beautiful voice ever?" Apple Bloom replied "Cause we did."

"Your voice was kind of hard not to recognize, even if this is the first time you've ever really sang on your own." Scootaloo added.

"I gotta say, your performance was amazin'!" Apple Bloom cheered.

"Why have you been trying to hide this from us all this time?" Scootaloo asked.

Sweetie Belle didn't reply, she just gasped and murmered to herself. "I should've known this would happen sooner or later. How could I have been so foolish?" she thought to herself.

"You're such an amazing singer, Sweetie Belle!" Scootaloo spoke up.

"How come you've always been tryin' to hide it away?" Apple Bloom asked "I can only really think of one or two occassions where you took the lead with singin'."

"You girls are just exaggerting my singing skills." Sweetie Belle replied "I'm not that great of a singer. I'm sure there are hundreds of ponies at school that can sing better than me."

"Are you kiddin', your voice was like a little slice of heaven!" Apple Bloom said eagerly.

"With ice cream on top." Scootaloo added.

"Singin' must run in your family, cause your sister Rarity's part of that hit local sensation called the Pony Tones." Apple Bloom told Seetie Belle "Along with my brother, and even Fluttershy herself."

"That's my big sister, she's always been a good singer, unlike me." Sweetie Belle replied.

"Sweetie Belle, why are ya so unwillin' to to acknowledge what's obvious?" Apple Bloom asked "Your voice is so amazin'! You should put it to good use, and join the school choir."

"Yeah! It'll be so amazing!" a familiar snooty voice called out. Apple Bloom, Scootaloo, and Sweetie Belle recognized at once who it was. None other than Diamond Tiara, and needless to say, they were not happy to see her.

"Go away Diamond Tiara! This is a private conversation and nopony invited you!" Scootaloo said crossly.

"Exactly, I invited myself." Diamond Tiara replied.

"Just what are you doin' here anywhere?" Apple Bloom asked, shooting Diamond Tiara a death glare "Aren't there are other ponies you have to pick on to make yerself feel better?"

"Oh come on, are you still upset with me for what happened during the flag carrying competition?" Diamond Tiara replied "I said I was sorry for taking it so far. Besides, you blank flanks need somepony like me around to encourage you. If it weren't for me, you'd have never met each other."

"That may be, but that doesn't mean you have a right to just push us around!" Scootaloo snorted "Give me one good reason why I shouldn't push you into the dirt this instant!"

"I'm merely here to offer Sweetie Belle some 'helpful' advice." Diamond Tiara said in an oily voice.

"I don't want your help, Diamond Tiara!" Sweetie Belle replied crossly.

"But you most certainly need it." Diamond Tiara said smugly "And I'm only gonna say this once. If you're thinking about joining the school choir, think again! There's only room for one pony with a talented singing voice, and that's me!"

"The only reason you're even in the choir to begin with is cause your father pays a lot of money to the school!" Scootaloo snorted "At least Sweetie Belle has a chance to make it on her own talents, and not because she knows somepony who can pull some strings."

"Oh, by all means then, join the choir if that's really what you want to do." Diamond Tiara taunted "You'll be there on stage, basking in the spotlights! The center of attention! A shining star! Everypony staring at you, judging you. All of them jealously noting how they could be better than you. Why wasn't it them? And then, when you choke, they'll turn on you. They'll become a seething, angry mob. And you'll be horribly humiliated, never able to show your face in Ponyville ever again!"

Poor Sweetie Belle was on the verge of tears by the time Diamond Tiara had finished, both Apple Bloom and Scootaloo were cross. "You've got some nerve makin' Sweetie Belle feel bad about her singin'!" Apple Bloom spoke up.

"Have you no shame?!" Scootaloo added.

"I'm just telling it like it is, it's not my fault if your friend can't handle the truth." Diamond Tiara replied, and walked away.

"Don't mind Diamond Tiara, she's just jealous." Scootaloo said, trying to comfort Sweetie Belle.

"She thinks nopony should be more important than her." Apple Bloom added "But we'll show her! When you become the lead singer in the choir, she won't have anythin' to gloat about!"

"No." Sweetie Belle said seriously.

"Beg pardon?" Apple Bloom asked.

Sweetie Belle sighed "I said no. I'm not interested in proving a point to Diamond Tiara."

"Don't you want to let everypony know about your wonderful singing voice?" Scootaloo asked Sweetie Belle.

"I would love to, really." Sweetie Belle replied "But I can't."

"And why not? I don't see what's holdin' you back." Apple Bloom said honestly.

"That's just it, something is holding me back." Sweetie Belle explained.

"And what would that be?" Scootaloo asked.

"Well, you see... I have-" Sweetie Belle began.

"Spit it out already!" Scootaloo demanded.

"Scootaloo!" Apple Bloom replied.

"How can we help her if she won't tell us what's wrong?" Scootaloo asked.

"Forcin' her to tell us won't make things any better." Apple Bloom told Scootaloo "If she wants to tell us, she will. And we have no right to force her."

"No, Scootaloo is right." Sweetie Belle said with a sigh, and explained what was troubling her "I have... stage fright." she admitted. There was a long and akward pause, nopony dared to say anything.

Both Scootaloo and Apple Bloom looked at Sweetie Belle, then at each other, then back at Sweetie Belle. At last, Apple Bloom spoke up. "Well, Applejack and Big Macintosh always tell me that the only way to overcome somethin' like stage fright, is to work your way up to performin' in front of a crowd."

"What do you mean?" Sweetie Belle asked.

"What she means is, you can still join the choir, but you don't necessarily need to be lead singer right away." Scootaloo explained "As you get use to performing in front of crowds, you can work your way up. And eventually, your stage fright will disappear."

"That... sounds like a decent idea I guess." Sweetie Belle shrugged.

"Then let's head to the choir meetin' and tell Miss. Cheerilee you're lookin' to join!" Apple Bloom encouraged, and the three fillies set off for the schoolyard.

The meeting for the Ponyville School Choir began inside the school itself. As was the case with many after school activities, Cheerilee was there to supervise the students and make sure everything ran smoothly.

Just before roll call could begin, the Cutie Mark Crusaders came bursting through the door. "Miss. Cheerilee, there's somepony who'd like to join the choir!" Apple Bloom and Scootaloo said at the same time.

Cheerilee smiled "Well, we're always glad to have a new face join us." she said sweetly "Who's the pony that wishes to join us?"

Apple Bloom and Scootaloo promptly nudged Sweetie Belle forward, before the filly could bolt and run away. "Uh, I guess that pony is me." Sweetie Belle said nervously.

Cheerilee continued to smile, she'd dealt with this sort of behavior before. A lot of students who first joined the choir were often nervous, but in time the nervousness often went away. "Now Sweetie Belle, there's no need to be shy. All of your fellow choir members will glad to see you."

"They will be?" Sweetie Belle asked nervously.

"Of course they will be." Cheerilee replied, and guided Sweetie Belle over to the other choir members. She recognized a few faces, such as Dinky Hooves, Rumble, Featherweight, Pipsqueak, and even Silver Spoon.

"Good luck Sweetie Belle." Apple Bloom called, as she and Scootaloo headed for the door. Non choir members weren't allowed in during rehearsals, unless they were family members of one of the students in the choir.

"You'll do great, we're sure of it." Scootaloo encouraged, and the two of them left the room.

"Everypony, we have a new addition to our cast." Cheerilee announced, calling attention to the new comer. "I'd like you all to give a warm welcome to Sweetie Belle." Everypony did so, except for one filly.

Diamond Tiara was cross, she thought that Sweetie Belle was coming to take away her position as lead singer. "What's she doing here?" Diamond Tiara hissed.

"Diamond Tiara, I'm only going to warn you once, so you'd better listen." Cheerilee said sternly "Sweetie Belle is here to try out for a position in our choir. I don't care what sort of disagreements you two have had in the past, while she is here you will treat her with the respect she deserves. Do I make myself clear?"

"Yes Miss. Cheerilee." Diamond Tiara replied reluctantly "Welcome to the choir, Sweetie Belle."

"Make no mistake, if I catch you give me Sweetie Belle a hard time, I will take away your position and have you kicked out of the choir. I'm sure your father will not be happy to learn that his little princess was being a brat." Miss. Cheerilee warned, then she turned back to the choir as a whole. "Now, if there are no further interruptions, let's head for the stage."

"The stage?" Sweetie Belle asked.

"It's the stage in the park." Pipsqueak whispered in reply.

"That's where we go to practice everyday, and where we go to have tryouts." Silver Spoon added "The only positions available right now though are for backup singers."

"What are backup singers?" Sweetie Belle asked, as she and the other choir members followed Cheerilee to the park.

"Singers that only perform if something happens to one of the main singers, like sickness or injury." Rumble explained.

"So, does that mean I don't have to practice all the time?" Sweetie Belle asked hopefully.

"Backup singers still need to rehearse with the others, that way they can be ready to take over whenever they're needed." Ruby Pinch replied.

"What are you so worried about?" Featherweight asked Sweetie Belle.

"I have stage fright." Sweetie Belle replied.

"So? Miss Fluttershy has stage fright as well, and she's part of the Pony Tones." Featherweight said "I don't see how that's any different."

"She had friends like Rainbow Dash and Rarity to help guide her through it." Sweetie Belle told Featherweight "I don't have anypony. Apple Bloom and Scootaloo aren't part of the choir, so the best they can do is cheer me on."

"But you have all of us now, except maybe for Diamond Tiara." Pipsqueak spoke up.

"But you're not my friends." Sweetie Belle said sadly.

"We could be if you gave us a chance." Silver Spoon offered "Unlike Diamond Tiara, I'm willing to work with a new member. Don't tell her I said this, but she was every bit as nervous as you were when she first tried out. And she only had me to help her get through it."

"Obviously, that's no longer the case, and she seems to have forgotten about it." Sweetie Belle said glumly, eying Diamond Tiara. The two fillies had not spoken a word to each other since Sweetie Belle had walked in the door.

"Here we are." Cheerilee called, as Sweetie Belle layed eyes on the very same stage that she had seen her sister perform on several times while with the Pony Tones.

"Good luck Sweetie Belle, you'll need it." Diamond Tiara taunted "A pity your friends couldn't come to see you."

"Just don't let her get to you." Pipsqueak encouraged Sweetie Belle, as the filly made her way up to the stage.

Cheerilee was already sitting in one of the judges' seats, along with Silver Spoon and Diamond Tiara.

Sweetie Belle gulped, as she looked out across the stage. All she had to do was sing, but just looking at the judges made that almost impossible. What if she blew it? What if she went on stage, and she forgot the lyrics to whatever song they asked her to sing? What if her voice was too loud or too soft? What if Cheerilee had been lying to make her feel better, and there weren't any positions available on the choir? What if she sneezed or coughed while singing? What if Silver Spoon and Diamond Tiara conspired to give her a bad review, and sink her chances? All these scenarios ran through her head, as did at least a dozen more.

"We're ready when you are, Sweetie Belle." Silver Spoon called.

"Don't be shy, just give it your best shot." Cheerilee encouraged.

"We don't have all day you know." Diamond Tiara said seriously "If you're gonna sing, then get on with it! Otherwise, get off the stage and stop wasting our time!"

Suddenly, Sweetie Belle forgot all about being nervous. Suddenly, all she could think about was proving Diamond Tiara wrong. She trotted forward, and cleared her throat. "What do you want me to sing?" she asked the judges.

"Whatever you feel like." Cheerilee said in reply "Just make sure it's school appropriate."

Clearing her throat once again, Sweetie Belle took a deep breath, and began to sing the first song that came into her mind:

Hush now, quiet now

It's time to lay your sleepy head.

Hush now, quiet now

It's time to go to bed.

Drifting, off to sleep

The exciting day behind you.

Drifting, off to sleep

Let the door of dreamland find you.

Hush now, quiet now

Lay your sleepy head.

Hush now, quiet now

Time to go to bed.

As soon as she had finished her song, Sweetie Belle stood on the stage and waited for her results. She realized now that she'd been trying a little too hard, and as a result her singing had been a little bit off key. It probably wouldn't be noticeable to the average ears, but the judges were certain to notice.

"Oh, I hope I didn't mess up somehow." Sweetie Belle thought to herself, as the judges debated about the quality of the performance they had just heard.

"Well, that was a fairly good first performance." Cheerilee spoke up "I think it could be a little bit better, but it's still probably one of the finest auditions I've ever heard. What do you think, girls?"

"It's not bad, but it could be better." Silver Spoon said in reply "For a potential backup singer, that's above and beyond what I was expecting. With a little practice, it could probably be the greatest singing voice since Sapphire Shores herself."

Now, all eyes were on Diamond Tiara. She could still deny Sweetie Belle a position if she felt her performance was terrible. And considering how much of a threat she deemed Sweetie Belle, it wouldn't take much encouragement for her to say Sweetie Belle's performance was bad. Seconds passed, and Diamond Tiara said nothing. She just looked at Sweetie Belle, her eyes making the filly feel like a bug under a microscope. At last, she spoke up and said "I hate to admit it, especially since you're still a blank flank and all, but that performance put most of the choir's first auditions to shame. And we really could use your voice. I guess I have no choice but to agree with Miss. Cheerilee and Silver Spoon."

"Then, it's settled. Welcome to the Ponyville School Choir, Sweetie Belle!" Cheerilee announced.

"I'm in?" Sweetie Belle asked, unwilling to believe this was true. It had to be a dream, it just had to be.

"Yes you are." Cheerilee smiled "Everypony, please welcome our newest back up singer, Sweetie Belle." The colts and fillies in the choir didn't need to be told twice, and clapped their hooves together in thunderous applause.

"Congratulations, Sweetie Belle." Silver Spoon said kindly, as Sweetie Belle made her way down from the stage "I knew you could do it."

"We're so lucky to have you join us!" Pipsqueak added "With you in our group, we'll be the newest singing sensation in Ponyville!"

"That seems like a bit of an exaggeration." Sweetie Belle replied "But, I am glad to be here. I guess I should be grateful."

"Indeed you should be, especially considering who you have to thank for letting you join." Diamond Tiara spoke up, working her way past the other choir members.

"Just leave Sweetie Belle alone, she's been through enough already!" Featherweight hissed.

"I'm just making sure Sweetie Belle knows her place." Diamond Tiara replied, and turned to Sweetie Belle "I was nice, and agreed with the others. But don't start thinking you're suddenly hot stuff, just because you're in the choir. I still have my position of lead singer, and you're just a simple back up singer. I out rank you, and I have no intention of giving up my position anytime soon."

"What are you trying to say?" Sweetie Belle asked suspiciously.

"All I'm saying is, know your place." Diamond Tiara said ominously "If I tell you to jump, you say 'How high?'. And when I tell you to sing, you say 'Name the song.'. Do I make myself clear?"

Sweetie Belle gulped "Yes." she replied nervously.

"Good." Diamond Tiara smiled, and she turned around and walked away.

"I'm sorry about Diamond Tiara, really I am." Silver Spoon apologized "She's usually not this bossy or rude."

"Considering the way she normally acts, I have a hard time believing that." Sweetie Belle said doubtfully.

"Just try your best to ignore her." Silver Spoon encouraged "As long as we're on the choir together, the least we can do is get along. And truth be told, I'm getting tired of Diamond Tiara always telling me and the other members what to do."

"Uh, thanks, I guess?" Sweetie Belle replied. She was still getting use to being part of the choir, and Silver Spoon's sudden friendliness towards her was more than a little off putting. After everything she'd been made to endure under Silver Spoon and Diamond Tiara, it was hard for her to believe that either of the two could be nice.

Pretty soon, the time came for the choir to practice, and Sweetie Belle soon pushed any thoughts of Diamond Tiara or Silver Spoon to the back of her mind. She just focused on trying to sing in time with the other choir members. Before she knew it, practice had concluded, and it was time for the choir members to head home.

"Don't forget to report back here after school tomorrow." Cheerilee called, as the colts and fillies prepared to leave "We've got one more rehearsal session, and then we have our first performance the day after that."

Both Apple Bloom and Scootaloo were waiting for Sweetie Belle at the Cutie Mark Crusaders club house. The two of them had spent the afternoon looking around town for new opportunities to earn their cutie marks, but they had found nothing. They were happy for Sweetie Belle, since she was almost certainly enjoying her time with the choir, but at the same time they missed her very much.

They were most surprised, however, when Sweetie Belle came bursting through the clubhouse door. "Today was the greatest day of my life!" she said happily "I can't wait to go back there tomorrow afternoon."

"When's your first performance?" Apple Bloom asked Sweetie Belle.

"It's the day after tomorrow." Sweetie Belle told her friends.

"Where's it gonna take place?" Scootaloo asked.

"Well, actually, I'm just a back up singer. Unless one of the other singers gets sick or injured, I don't perform." Sweetie Belle explained.

"Ah, that's a bummer!" Scootaloo replied.

"You've got such an amazin' voice. It's a real shame that hardly anypony's gonna get to hear it." Apple Bloom added.

"I'm sure they will eventually." Sweetie Belle said honestly "But for right now, I'm fine with just being a back up singer. Especially since it leaves me time to still be a Cutie Mark Crusader."

"You know, when you put it like that, it doesn't sound as bad." Apple Bloom admitted.

"I know." Sweetie Belle replied "But enough about me, what have you two been up to while I was away? I didn't miss anything important, did I?"

"Of course not. We saved all the best stuff for when you get back." Scootaloo explained.

For the rest of the day, Sweetie Belle and her fellow Cutie Mark Crusaders spent their free time trying to earn their cutie marks in bug collecting. Despite some rather impressive progress, the three fillies agreed that they didn't want to spend the rest of their lives hunting for bugs, and that it was obvious they would have to look elsewhere for their cutie marks.

The next afternoon, Sweetie Belle parted ways with Apple Bloom and Scootaloo, and headed for the stage in Ponyville Park. She arrived to find that Diamond Tiara was waiting impatiently for her.

"It's about time you showed up, I was beginning to think you'd changed your mind." Diamond Tiara said crossly.

"Stuff and nonsense Diamond Tiara." Sweetie Belle huffed "I'm here now, so you can quit your worrying."

"You're just lucky I've got more important things to deal with right now." Diamond Tiara replied, as Sweetie Belle took her rightful place among the other choir members.

Was it Sweetie Belle's imagination, or were they short a member? She didn't have to wait long to find out, as Cheerilee conducted role call.

One by one Cheerilee called out the names of each choir member, starting with Diamond Tiara. But when she got to Ruby Pinch, there was no reply. "Has anypony seen Ruby Pinch lately?" she asked. The filly had been present at school the last time Cheerilee had checked, but that had been at least an hour ago.

"Leave it to Ruby Pinch to be late!" Diamond Tiara complained "Doesn't she realize how important these rehearsals are?!"

"Now Diamond Tiara, let's not jump to conclusions." Cheerilee said sternly "I'm sure that there's a perfectly good explanation for Ruby Pinch's abscence."

No sooner had Cheerilee spoken those words, when Berry Punch came running up to the stage. She signaled Cheerilee over, whispered something to her, and took off.

"Is something wrong with Ruby Pinch?" Sweetie Belle asked when Cheerilee came back.

"She's fine. She just came down with a sore throat and needs to rest for a couple of days." Cheerilee explained "Unfortunately, that means we'll be down one of our main singers for the performance tomorrow."

Sweetie Belle gulped upon realizing what that meant. Sure enough, Cheerilee came over to her and said "Sweetie Belle, we need you to take Ruby Pinch's place until she's feeling better."

Sweetie Belle froze "M-me? Y-you want me to take Ruby Pinch's place as a singer?" she asked, wishing nothing more than to be at home at this particular moment.

"Yes. Is there a problem with that?" Cheerilee asked.

"I..... I..... I can't do it." Sweetie Belle whispered nervously.

"What was that? You're gonna have to speak up Sweetie Belle, I can't hear you." Cheerilee replied.

"I can't do it." Sweetie Belle answered softly.

"Sweetie Belle, I still can't hear you." Cheerilee said seriously, trying her best to keep her voice in its calm and gentle tone "Speak up, please."

"I said I can't do it!" Sweetie Belle blurted out, much to everypony's surprise. When Sweetie Belle realized she'd unintentionally attracted the attention of the entire choir, she squeaked and her cheeks turned bright red from embarassment.

"What do you mean you can't do it?!" Diamond Tiara asked crossly.

"It means I can't do it." Sweetie Belle replied "Why is that so hard to understand?"

"Why can't you do it?" Diamond Tiara insisted "You're a back up singer. You're suppose to take over when this sort of stuff happens."

"Back off Diamond Tiara, can't you see you're not helping?" Rumble replied, coming to Sweetie Belle's defense "If she says she can't do it, then she can't do it."

"Yeah, you have no right to force her to do something if she doesn't want to do it!" Featherweight added.

"I'm surrounded by idiots!" Diamond Tiara said and put a hoof to her face "Don't any of you realize what will happen if Sweetie Belle doesn't perform tomorrow?! We'll have to call off the whole thing, and we'll be the laughing stock of the town for weeks!"

"No we won't." Silver Spoon replied.

"Either way, we can't just call off our performance. Not at this point!" Diamond Tiara insisted.

"Unfortunately, Diamond Tiara is right." Cheerilee said glumly "It's not easy to book this stage, let alone get it booked for an entire performance. I could try to talk to Mayor Mare, but at this point I don't think I'd be able to unbook the stage in time."

"But I can't perform, I have stage fright!" Sweetie Belle protested "If I go up there and see all those strangers looking at me, I'll freeze up and completely ruin the whole thing! I know I will!"

"Well, what if you didn't actually have to go on stage and perform?" Pipsqueak suggested.

"What do you mean? Is that even possible to do?" Sweetie Belle asked.

"It's simple, it's called lip syncing." Pipsqueak explained.

"Lip syncing?" Sweetie Belle asked, she'd heard about it but she still wasn't sure how that was going to help.

"All we need to do is put you behind the curtain, and let Ruby Pinch move her mouth as if she were singing. But she won't be, you'll be singing for her." Pipsqueak told Sweetie Belle.

"But our voices don't sound even remotely similar. Everypony will know it's me." Sweetie Belle said nervously.

"Not if we use 'this'!" Pipsqueak explained, and pulled out a microphone stashed among the stage equipment.

"Just what is that?" Sweetie Belle asked Pipsqueak.

"It's a special microphone." Pipsqueak explained to Sweetie Belle "Once it's magically enchanted, it will do all the work necessary to make ponies believe Ruby Pinch is singing, and not you."

"I see where you're going with this, Pipsqueak." Rumble spoke up "We can get somepony to cast a voice modification spell on the microphone, then we tweak it until it sounds as close to Ruby Pinch's voice as possible. Then, Sweetie Belle can sing into it, and nopony in the crowd will know she's singing. They'll think it's Ruby Pinch."

"And you blank flanks really think that will work?" Diamond Tiara asked crossly.

"You got a better idea?" Pipsqueak replied.

Diamond Tiara didn't answer, she just growled angrily like a dog that had just had its tail stepped on. Then she said "Go ahead, try your little lip syncing plan for all I care! Just don't come crying to me when it doesn't work! I'm out of here!" And she stomped angrily away without another word.

"There's just one problem with your plan, Pipsqueak." Featherweight said nervously.

"And what's that?" Pipsqueak asked innocently, he thought his plan was fool proof.

"Sweetie Belle's the only unicorn in the group besides Ruby Pinch, and neither of them know any voice modification spells!" Featherweight explained.

"That won't be a problem at all." Pipsqueak smiled.

"And why won't it be?" Featherweight asked.

"Because we're not gonna get a unicorn to cast the spell, we're gonna use an alicorn." Pipsqueak explained.

"You really think Princess Twilight is going to help us?" Featherweight asked Pipsqueak.

"Of course she will. She's always willing to help ponies in need, and Sweetie Belle is really close to her." Pipsqueak replied "How could she say no? Sweetie Belle and I will get her to cast the spell, the rest of you just focus on finding Ruby Pinch and explaining the plan to her." And before anypony could say anything in protest, Pipsqueak grabbed the microphone and Sweetie Belle, and dashed away.

Silver Spoon shook her head "I really don't think his plan is going to work."

"Like it or not, it's our best option at the moment." Rumble said seriously "Now let's go find Ruby Pinch, and hope that whatever she's come down with isn't contagious."

Twilight Sparkle was incredibly surprised when Pipsqueak and Sweetie Belle practically burst through her front door as soon as she had opened it. In a matter of seconds however, she was able to decipher what Pipsqueak was saying (when you'd hung around Pinkie Pie for long enough, you started learning how to translate speeches delivered at what seemed to be the speed of light). "You want me to help Sweetie Belle lip sync at the choir performance tomorrow?"

Pipsqueak nodded "She's got stage fright really badly, if she goes out there and sings in front of the crowd, she'll choke. This is the only way the performance can be saved."

Twilight sighed, and lit up her horn. "Alright, give me the microphone and I'll see what I can do. It's been a while since I tried a voice modification spell, so no promises."

"Please Twilight, you have to try." Sweetie Belle pleaded, shooting Twilight her best pair of puppy dog eyes.

Twilight tried her best to ignore the look Sweetie Belle was giving her, as she grabbed the microphone with her magic and placed it on a nearby table. Then, flapping her wings, she began to fly around her library in search of a book that contained the proper spell. "I know that book on voice spells is around here somewhere." she said to herself. Book after book was tossed aside, as Twilight searched every shelf from top to bottom.

Pipsqueak and Sweetie Belle watched in amazement, as books big and small alike were flung across the room, only to end up stacked into neat piles for rearrangement later on.

At last, Twilight cried out "A-ha! Here it is!" And exactly five seconds later, the biggest book Pipsqueak and Sweetie Belle had ever layed eyes on landed on the desk in the center of the room. The massive thud made them jump.

"Sorry about that, but I've found the book that contains the proper spell." Twilight explained, as she flew back down and turned the thick pages until the one she wanted appeared. After looking at the spell, and reading over the instructions, Twilight's horn sparked to life, and a violet red glow surrounded the microphone. There was a blinding flash of light, and then the microphone thudded back down onto the table.

"Did it work?" Pipsqueak and Sweetie Belle asked.

"Try it out and see for yourself." Twilight encouraged "That's the only way we'll know for sure."

Sweetie Belle gulped, but reluctantly picked the microphone up with her magic. "Check, check, check. Is it working?" she said into the microphone. The microphone repeated "Check, check, check. Is it working?" in a voice that sounded nothing like Sweetie Belle and almost exactly like Ruby Pinch.

"It worked!" Pipsqueak said happily.

Sweetie Belle was ecstatic, and began bouncing all around. "Oh, thank you, thank you, thank you, THANK YOU!" she cheered, hugging Twilight tightly "You're so amazing!"

"Oh, Sweetie Belle. It's nothing." Twilight smiled "I'm always happy to lend you my help whenever you need it."

"You're almost like an aunt to me! You're always so friendly and cheerful, and willing to spend time with me or help me out!" Sweetie Belle told Twilight "What would I ever do without you?!"

"Settle down Sweetie Belle, please." Twilight replied, patting Sweetie Belle lightly on the forehead to calm her down. Once Twilight was convinced the filly that was in a more tranquil state, she cleared her throat and changed her tone to sound more serious. "Now, pay attention Sweetie Belle. This is very important."

"I'm all ears, Twilight." Sweetie Belle said with a squee.

"The spell should last through all of tomorrow, but there's at least a ten percent chance that it will wear off at some point, including during the performance in the park." Twilight said seriously "If that happens, your lipsyncing will be exposed, and everypony will know that it's you who's singing."

"Why are you telling me this?" Sweetie Belle asked nervously, her happy mood completely fading.

"I'm just warning you so you'll be prepared." Twilight replied "If the spell fails during the performance, please promise me that you won't do anything stupid. I know how serious stage fright can be, but you can't let it control you."

"I'll try my best." Sweetie Belle said sincerely "I hope that the spell holds."

"I hope so too Sweetie Belle, but remember what I said." Twilight said seriously.

"You'll be there to see the performance, right?" Sweetie Belle asked Twilight.

"I'll try my hardest to be there." Twilight replied, and when she had finished speaking Pipsqueak and Sweetie Belle left. Once she was all alone Twilight sighed to herself "Please, Sweetie Belle. For the love of Celestia, don't freak out if the spell fails while you're lip syncing." Twilight thought to herself.

Pipsqueak and Sweetie Belle raced back to the stage to tell the other choir members the good news. And when they learned that Ruby Pinch had agreed to their little "secret", they approached Cheerilee with their plan.

"I don't know about this." Cheerilee frowned "Lip syncing can be a very bad thing. If it's exposed, we could end up getting a lot of angry letters. And that is the last thing this choir needs."

"But Miss. Cheerilee, this is the only way Sweetie Belle's gonna be able to perform." Pipsqueak spoke up "If she doesn't lip sync, the whole performance will be a disaster and we'll be the laughing stock of the town for weeks."

"That seems a bit excessive." Cheerilee replied.

"Twilight specifically said there's only a ten percent chance of the spell failing during the performance." Sweetie Belle told Cheerilee "And as long as it doesn't, nopony will ever known who's really singing."

"I don't know, I really don't know." Cheerilee sighed.

"Come on Miss. Cheerilee, Fluttershy got her start lip syncing for Big Macintosh when he got a sore throat. And everything turned out okay in the end." Silver Spoon said honestly.

"Just because it worked out for the Pony Tones, does not mean it's going to be the same for us." Cheerilee said seriously "The Pony Tones were a local group founded to perform for charity events, and special occasions like birthday parties. And Fluttershy is a respected member of society, not to mention a close friend of Equestria's newest princess. We, on the other hoof, are an official school choir. We are held to different standards in comparison to the Pony Tones. I'm sorry, but my answer is no!"

Diamond Tiara was furious at such a decision. "I don't care if Sweetie Belle lip syncs or not, she can do whatever she wants for all I care!" she said crossly "There is no way I'm letting this performance get canceled, not after everything I, I mean we, have worked so hard for! The show must go on! And one way or another, I'm going to make that phrase a reality! If that means one of our members has to lip sync, so be it! I'll even take the fall if it'll encourage you not to cancel the performance!"

Everypony was shocked, including Cheerilee. But there was no use in trying to argue with Diamond Tiara at this point.

Cheerilee sighed "Well, I guess my decision's been made for me. Even if I don't like it. Our performance for tomorrow will go on as scheduled, and Sweetie Belle will lip sync behind the curtain for Ruby Pinch."

"Thank you Miss. Cheerilee!" Sweetie Belle said happily "You won't regret this."

"I sure hope not." Cheerilee thought to herself.

And so, the plan was put into action. Sweetie Belle didn't say anything to anypony she met about her planned lip snycing, the few who already knew swore to secrecy.

Convinced that nothing could go wrong, Sweetie Belle was happier than ever the day of the performance. Her enthusiasm made it hard for her to focus on anything else, but somehow she managed.

"Are you absolutely sure ya can't come to our meetin'?" Apple Bloom asked Sweetie Belle after school was done for the day.

"Mom and dad said they wanted me to come home as soon as I could." Sweetie Belle replied, telling her cover story. She hated lying to her friends, but they would suspect something in an instant if she said she was needed at the stage. She hadn't told them about her intent to lip sync, and she was going to keep it that way.

"Well, don't let us stop you." Scootaloo said with a smile "But all the same, you're really going to be missing out."

"I'm sure I will be." Sweetie Belle nodded, and she set off. Once she was certain that Apple Bloom and Scootaloo couldn't see her, she headed for the park. The performance wasn't scheduled to start for a little while, but she wanted to get there early and make sure the microphone still worked. That way, if it didn't, she could take it to Twilight and have the spell recast before the performance began.

By the time Sweetie Belle arrived, the rest of the choir was already there. Cheerilee was running them through a last minute rehearsal, to make sure everypony was ready.

"I'm here." Sweetie Belle called, as she joined the others on stage "Is everything ready?"

"It should be." Pipsqueak replied "But why don't you do a mic check, just to be sure?"

"Good idea." Sweetie Belle said, and headed back stage. It didn't take her long to find the microphone. Once she had found it, she picked up and said "Check, check, check. Is it still working?" And the microphone repeated back "Check, check, check. Is it still working?" in the same voice as last time. Sweetie Belle nodded to Pipsqueak to let him know that the microphone still worked.

"Okay, we're all set." Pipsqueak said to Cheerilee.

"Alright then, places everypony." Cheerilee instructed, as the audience members arrived and began to take their respective seats.

Just as she had promised, Twilight came to see the performance. As she took her seat, she was surprised to see both Apple Bloom and Scootaloo were among the audience members. "What are you two doing here?" she asked.

"We couldn't really think of anythin' to do without Sweetie Belle that wouldn't involve us gettin' our cutie marks." Apple Bloom explained.

"So we thought we'd come down here and see the performance, even if Sweetie Belle's not gonna be on stage, singing with the others." Scootaloo added "I just wish Diamond Tiara wasn't able to perform, and Sweetie Belle was taking her place as lead singer. That would make this way better."

"Shh, it's starting." Twilight whispered, as the lights on the stage dimmed, and Cheerilee stepped out from behind the curtain.

"Hello everypony." Cheerilee greeted with her usual cheerful smile "So nice of you all to come. It gives me great pleasure to present to you now, the talented colts and fillies that are the Ponyville School Choir!" And one by one, as each of the choir members emerged from behind the curtain, the audience rose to their hooves and applauded fiercely. Scootaloo and Apple Bloom were surprised at how many ponies applauded for Diamond Tiara, and how few applauded for Silver Spoon.

Once all of the choir members had taken their respective places, the applause quited down. With a cue from Cheerilee, the colts and fillies began to sing, and Sweetie Belle began to lip sync. And this was the song that they began to perform:

Row, row, row your boat

Gentley down the stream.

Mearily, mearily, mearily

Life is but a dream.

Row, row, row your boat

Gentley down the stream.

Mearily, mearily, mearily

Life is but a dream.

Row, row, row your boat

Gentley down the stream.

Mearily, mearily, mearily

Life is but a dream.

From behind the curtain, Sweetie Belle was enjoying herself enormously. Without the worries of a crowd of total strangers staring at her, and silently judging her every move, singing was actually quite fun.

Unfortunately, the fun didn't last long. Without warning, the spell suddenly began to fail. Sweetie Belle tried her best to mask her voice, but it was no use. In a matter of seconds, the spell had worn off, and now Sweetie Belle's voice could be heard loud and clear throughout the entire park.

To make matters worse, in her panic over the situation, Sweetie Belle began bumping into things. And her magic seemed to develop a mind of its own. Before anypony could realize what was happening, Sweetie Belle's magic brought down the curtain. The choir members screamed, and ran for safety, just barely escaping before the curtain crashed onto the stage.

Everypony looked at the stage, and gasped. Sweetie Belle had dropped the microphone, but everypony could still see her clear as day, now that the curtain wasn't there to hide her.

Sweetie Belle froze right on the spot, unable to say or do anything else. She just waited for the crowd's inevitable reaction to her secret.

Nopony said anything for a moment, not even the choir members, Cheerilee, or Twilight. At last, the tense silence was broken, as the crowd began to clap and cheer loudly, some even whistled in approval.

Apple Bloom and Scootaloo were speechless, they could not believe their eyes! "Why didn't she tell us about this sooner?" they thought to themselves.

Unfortunately, Sweetie Belle was anything but happy. In her mind, the crowd wasn't cheering, everypony in it was glaring at her. Some were even laughing directly at her. It was just like Diamond Tiara had said, they were all jealous of her, and it would only be a matter of time until they turned into an angry mob determined to drive her out of town. With tears in her eyes, Sweetie Belle took off, not particularly caring where she went. All she knew at the moment, was that she wanted to be as far away from the crowd as possible.

"What is goin' on here?" Apple Bloom asked Twilight.

"Did you know something about this?!" Scootaloo asked furiously.

"It's a long story, and it's one that I don't have time to explain right now!" Twilight said seriously "We've got to find Sweetie Belle!"

"But where can she be?" Scootaloo asked "With how fast she was running, she could be anywhere! We'll never find her!"

"Not necessarily." Apple Bloom replied "We just gotta figure out where she'd go to get away from the crowds. Where's the one place she'd think she'd be safe in, and the one place the crowd wouldn't think to look?"

"The clubhouse!" Twilight and Scootaloo realized at once.

"Then for corn's sake! Let's go!" Apple Bloom said seriously "Right now, she needs our help more than anythin' else!" And with that, Apple Bloom, Scootaloo, and Twilight, headed for the CMC's clubhouse at Sweet Apple Acres. Unknown to any of them, a certain pink coated filly had overheard, and she was anything but pleased.

"How dare Sweetie Belle get all the attention!" Diamond Tiara thought angrily to herself "It's me they should be praising! I'm the one who convinced Cheerilee to go through with the lip syncing plan!" And before anypony could stop her, she angrily set off for Sweet Apple Acres. "I'll show them! I'll show them all! If I have to convince Sweetie Belle to never set hoof on a stage again, SO BE IT!"

It didn't take long for Twilight, Apple Bloom, and Scootaloo, to arrive at Sweet Apple Acres. Sure enough, Apple Bloom's hunch was correct.

"I saw Sweetie Belle run past here earlier. Looked like she was in awful hurry to get to the clubhouse." Applejack told them "Someone or somethin' must've scared the livin' daylights out of her, cause she seemed like she was in the midist of a full on panic attack!"

"Then there's no time to lose!" Twilight seriously, and she, Apple Bloom, and Scootaloo, headed to the clubhouse. It didn't take them long to find Sweetie Belle. Her tear stained hoof prints left an easily traceable trail.

Sweetie Belle was sobbing to herself inside the clubhouse, hoping beyond hope that nopony would think to look for her. Suddenly, her thoughts were interrupted by a knock on the door.

"Sweetie Belle? You in here?" Twilight called.

"Go away!" Sweetie Belle said crossly.

"Come on Sweetie Belle, come out and talk to us!" Apple Bloom pleaded.

"We just wanna help." Scootaloo added.

"I said, go away!" Sweetie Belle said again, and continued to sob.

Using her magic, Twilight picked the lock to the door, and entered the clubhouse. Apple Bloom and Scootaloo followed her inside. "Sweetie Belle, you were really great out there." Twilight said kindly, placing a hoof on Sweetie Belle's back.

"Yeah! You were great!" Diamond Tiara spoke up, walking into the clubhouse with a look that made it quite obvious nothing good could come out of it.

"Go away Diamond Tiara!" Apple Bloom hissed.

"Sweetie Belle is in no mood for your bratiness!" Scootaloo added.

"You misunderstand, I just want to help my fellow choir member." Diamond Tiara replied, walking past both Apple Bloom and Scootaloo. "That was totally unbelievable, Sweetie Belle." she said to Sweetie Belle.

"It was?" Sweetie Belle asked, unprepared for what was to come next.

"Yeah! I mean, the curtain came up and there you were, singing in front of everypony!" Diamond Tiara said, putting great emphasis into every detail "And you know, I don't think anypony was jealous, 'cause there certainly wasn't an angry mob! But it must have been horrible standing there on stage, all eyes glued directly on you! It's like you were living your own personal worst nightmare!"

As soon as Diamond Tiara had finished, Sweetie Belle burst into tears all over again. "It was! It really, really was!" she said sadly.

Twilight, Apple Bloom, and Scootaloo all glared angrily at Diamond Tiara. But Diamond Tiara took no notice. "What? Was that too much?" she asked sarcastically "Oh, I've ever so sorry. It's not my fault if Sweetie Belle can't handle the pressure. If she doesn't like ponies judging her, then she shouldn't be in the choir, plain and simple."

"Don't listen to her, Sweetie Belle!" Twilight pleaded, but it was no use. Sweetie Belle bolted, and ran from the clubhouse with tears in her eyes.

"Now look what you did!" Scootaloo said angrily to Diamond Tiara "You made Sweetie Belle's stage fright even worse!"

"Well, it serves her right for stealing my thunder with the lip syncing fiasco!" Diamond Tiara replied "You blank flanks are so ungrateful. I agree to stop picking on you all the time, and then the instant I start picking on you again you say I cross the line. Then, when I apologize, you say I'm not truly sorry. And then, when I try to help you out with a problem, you push me to the side the instant things go wrong, and say that I'm just jealous! Well you know what, if you want to treat me as your enemy, then that's fine by me!"

"Diamond Dazzle Tiara, I cannot believe what I have just heard!" a familiar voice said crossly.

Diamond Tiara gulped, she knew it at once who it was. Sure enough, a familiar brown coated stallion with a thick black mane and a cutie mark consisting of three money bags appeared. "Daddy? What are you doing here?" Diamond Tiara asked.

"I came to the choir performance to see you, and it's a good thing I did." Filthy Rich explained "I'm very disappointed in you for what you said and did. You know better than to pick on others for their insecurities!"

"But daddy-" Diamond Tiara pleaded.

"Don't you 'But daddy' me young mare!" Filthy Rich scolded "You're coming home with me, right now! And once you're home, you will write 'I am very, very, very sorry for what I did to Sweetie Belle.' at least one hundred times!"

"One hundred times?!" Diamond Tiara complained, as Filthy Rich grabbed her hoof and took her away.

"You're right, one hundred times isn't the right amount! One hundred twenty times is more appropriate!" Filthy Rich replied "And if you complain even more, it'll be one hundred thirty times, do I make myself clear?!"

"Yes daddy." Diamond Tiara said sadly.

"Good. And while you're at it, we can discuss your resignation as lead singer of the choir. After what you did today, I think you need to learn a little lesson in humility." Filthy Rich added, and he and Diamond Tiara headed back home.

"Well, that's one problem taken care of." Apple Bloom said, once Filthy Rich and Diamond Tiara had left.

"But we've still got to find Sweetie Belle!" Scootaloo replied.

"Unless she ran into The Everfree Forest, Applejack is sure to have seen her. So, we should probably check with her and see if she can point us in the right direction." Twilight suggested.

Just like before, Applejack was able to tell Twilight, Apple Bloom, and Scootaloo, where and when she'd seen Sweetie Belle. "Looked like she was headin' back towards the park. Probably figured everypony there already left." she told them.

"Thank you, Applejack. You've been a very big help tonight." Twilight said kindly.

"Just happy to help, now go!" Applejack replied.

It didn't take long for Apple Bloom, Scootaloo, and Twilight, to catch up to Sweetie Belle. They found her on the outskirts of town, leading towards the park.

"Sweetie Belle, thank goodness we've found you!" Twilight said seriously.

"You totally blew my mind with your singing!" Scootaloo exclaimed.

"It was incredible!" Apple Bloom added "It's a shame you were wastin' it on lip syncin'."

"You were fantastic, Sweetie Belle." Twilight said with a smile "And everypony else feels the same way. Even Diamond Tiara."

"Well, thank you all. I'm glad you enjoyed it." Sweetie Belle replied "Because I'm never going to sing in front of anypony ever again!" Twilight, Apple Bloom, and Scootaloo, gasped in shock.

"Are you kiddin' me?" Apple Bloom said crossly.

"You can't let what Diamond Tiara said get to you." Scootaloo added "She's going to learn her lesson, and you can take her position as lead singer. Everything's going to work out."

"No it won't." Sweetie Belle replied glumly.

"I just don't understand why, Sweetie Belle." Twilight said firmly "Don't you want to sing?"

"Yes, more than anything. But not if it means having to hide my voice away. Unfortunately, with my stage fright, that's all I can do." Sweetie Belle explained "I want to perform more than anything, but my fears hold me back. It's stupid, I know, but it's how it is."

"It's not stupid at all. Fluttershy was in the same boat as you, not that long ago." Twilight told Sweetie Belle "And she overcame her stage fright eventually, by taking baby steps. She never gave up, and bit by bit she was able to work her up to singing with The Pony Tones on many occasions. And, for all her babbling, Diamond Tiara was right about one thing."

"You're joking right?" Scootaloo said with an angry glare.

"Allow me to explain." Twilight said, and cleared her throat "When that curtain fell, and everypony saw you singing, you lived your worst nightmare! But ask yourself this 'Was it really that bad?'."

"Yes." Sweetie Belle replied weakly.

"Well, what was so bad about it?" Twilight asked Sweetie Belle.

"Was it the thunderous applause?" Scootaloo asked.

"Or the praise for your fantastic singin'?" Apple Bloom added.

"What are you trying to say?" Sweetie Belle asked.

"Don't you think that, perhaps, your stage fright is preventing you from seeing the reality of the situation?" Twilight explained "Look around you. Nopony was booing, or saying bad things about you when they heard you singing. So what did you hear, before your fears took over?"

"I could hear ponies cheering, and applauding." Sweetie Belle replied "And your point is?"

"If you can learn to overcome your stage fright, and not let it get the best of you, I'm sure you'll find that everypony will be looking forward to seeing you on stage. Sometimes, someponies won't be impressed, but you can't let all the negativity and worst case scenarios bring you down. In the end, you should strive to improve yourself, and be the best that you can be." Twilight said to Sweetie Belle.

"That's it? That's all I have to do?" Sweetie Belle asked. Twilight nodded. "Gosh, I feel so stupid that I didn't know that earlier." Sweetie Belle replied, now feeling much better.

"It's okay, Sweetie Belle. Nopony's perfect, and we all make mistakes." Twilight said kindly "But, do you think you're ready to perform with the Ponyville School Choir again?"

"I guess." Sweetie Belle shrugged "But tell Miss. Cheerilee, that I'm not interested in taking Diamond Tiara's place as lead singer. That's a position that I want to work my way up to on my own. It wouldn't feel right to have awarded to me."

"That's fine by us." Apple Bloom said honestly.

"Just remember that you can always come to us for support." Scootaloo added.

"I will." Sweetie Belle replied "And thank you all. You're all the best friends anypony could ask for."

"Think nothing of it, Sweetie Belle." Twilight smiled "Now, what do you say we head to Sugarcube Corner, and I'll buy you a milkshake?"

Sweetie Belle was delighted, and agreed without hesitation.

A few days later, Silver Spoon was promoted to lead singer of the Ponyville School Choir, much to everyone's satisfaction.

As for Diamond Tiara, she was demoted to back-up singer, and Sweetie Belle took Silver Spoon's place as a forward singer.

"I'll get there someday." Sweetie Belle thought to herself, as she looked at Silver Spoon coaching the other choir members "But for now, baby steps everypony. Baby steps."

Author's Note

And so, with my rewrites winding down. We come to a rewrite that I'm sure many people were both looking forward to, and dreading at the same time.

We already know the elephant in the room in the original episode. It's Pinkie Pie's most OOC potrayal to date, where she flat out drives Fluttershy to tears and does so without sense that she's going too far. Not to mention, she seems fully aware that she's doing wrong, but continues to do so for reasons that couldn't possibly make sense.

But Pinkie Pie's absolutely bad writing aside, this episode's plot just feels like a poor man's "Hurricane Fluttershy" with a moral that just seems to be set up to make Fluttershy backpedal from her character growth, and give the writers an excuse whenever they need her to revert to her early Season 1 self. Something that I personally detest, since if they weren't prepared to have Fluttershy grow as a character, they should not have written "Putting Your Hoof Down" and "Hurricane Fluttershy". You cannot have a character overcame their most defining flaw in a believeable manner, and then have that flaw pop back up again the next time it's convient for your writing.

With that mini rant out of the way, hopefully you know now why Sweetie Belle is in this rewrite. I feel like the conflict of this episode would work much better if you put Sweetie Belle in Fluttershy's place, and Diamond Tiara in Pinkie Pie's place (and have Diamond Tiara actually face consequences for her actions, for a change).

There are a couple of nods to some of my other rewrites, but chances are they won't be very noticeable unless you specifically read all of the episodes in my previous "What If?" installment.

Just one rewrite is left, and it will probably be out before "Make New Friends But Keep Discord" airs. As I said last time, don't expect any sort of official announcement about a third series of rewrites until after Season 5 ends.

Episodes to be rewritten:
~~The Show Stoppers~~
~~Owl's Well That Ends Well~~
~~Dragon Quest~~
~~Spike at Your Service~~
~~Just for Sidekicks~~
~~Games Ponies Play~~
~~Bats!~~
~~Rainbow Falls~~
~~Three's A Crowd~~
~~Filli Vanilli~~
Somepony to Watch Over Me

S4 E17: Somepony to Watch Over Me (What If?)

Apple Bloom was making her way back home from Zecora's. Her saddle bag was loaded down with ingredients needed to make potions at the next Twilight Time. It was almost sunset, and she knew she would have to be back home soon.

Her family was always very worried whenever Apple Bloom journeyed into The Everfree Forest, but they became less worried with each successful trip that ended with her safely back home.

"It sure is nice havin' a friend like Zecora." Apple Bloom said to herself, not really paying too much attention to where she was going. She'd been through The Everfree Forest so many times by now, that she practically knew the route to take by heart. "With potions ingredients like these, I'm sure to get a potion makin' cutie mark."

Unfortunately, Apple Bloom didn't realize that she was heading into danger. She had missed the path that lead back to Sweet Apple Acres, and now found herself in an unfamiliar area.

"That's funny. I don't remember The Everfree Forest bein' so dark." Apple Bloom said nervously to herself "I sure wish I had a flashlight or somethin' so I could get a good look around."

Those words had no sooner escaped Apple Bloom's mouth, when a giant geyser of flames announced its prescence. Apple Bloom looked around, and realized that she wasn't in The Everfree Forest anymore. Somehow, she had stumbled into a fire swamp.

Before Apple Bloom had a chance to be mad with herself for being careless, she heard an unfamiliar growl. She looked all around, but she didn't see anything. "Hello?" Apple Bloom called nervously. The only reply was that unfamiliar growl, but this time it sounded a little louder.

"W-who's there?" Apple Bloom asked, looking all around once again "I-I'm warnin' you, I know karate and I'm not afraid to use it!"

"Well, well. What a pleasant surprise." a mysterious voice hissed. Apple Bloom was not sure, but she thought it sounded like a snake.

"L-leave me alone, or I'll have to hurt ya!" Apple Bloom threatened, even though she was pretty sure that her bluff wouldn't fool this threat.

"Oh, don't be scared, little filly." the mysterious replied, sounding rather different. "If you're lost, I'm sure we can help you find your way." A few seconds later, a creature emerged from the shadows. But Apple Bloom had never seen this sort of creature before.

Said creature had three heads, one looked like a goat, one looked like a tiger, and one looked like a snake. And they all seemed to share the same body. Apple Bloom gulped, she remembered now that this creature was a chimera. Applejack had always warned her to watch out for them.

"Welcome to our humble little home." the tiger head greeted "Please, feel free to stick around for dinner. It isn't often that we have guests."

"Uh, listen Ms. Chimera." Apple Bloom said nervously.

"That's Ms. Tiger Head to you!" the tiger head said crossly "In case you haven't noticed, it can be kind of hard to tell who you're talking to, when you don't specify who it is."

"As was I saying, Ms. Tiger Head." Apple Bloom began "I'd love to stick around and chat, really I would. But Applejack says I'm not suppose to talk to strangers in places like this."

"Oh, but Applejack isn't here." the snake head hissed ominously.

"A-all the m-more reason for me to just get out of here." Apple Bloom stuttered "Do any of you know how to get back to Sweet Apple Acres?"

"What's the hurry?" the goat head asked "Why not stay with us for a little bit?"

"Because Applejack's probably gonna be really worried if I don't come home real soon." Apple Bloom replied nervously "I'm sure ya'll are very good company to be around, but I really should get goin'."

Unfortunately, when Apple Bloom turned to leave, the chimera leaped out in front of her and blocked her path. "I'd stay where you are. This is the only safe spot around here." the tiger head said threateningly.

"It doesn't really look safe to me." Apple Bloom replied nervously.

"Trust us, this place is incredibly dangerous. Far too dangerous for a filly like yourself." the goat head said to Apple Bloom.

"We know of a nice little place where you can be safe from the flames." the snake head hissed.

"I don't think I like your idea of a safe spot." Apple Bloom said, and nervously began to back away.

"Oh, you don't have to worry about that." the tiger head replied.

"Yeah, you don't have to worry about anything anymore." the goat head added.

"Once you're safely inside our belly, you can just relax." the snake head hissed "It's nice and warm in there, far safer than these flame geysers that could burn you to a crisp."

"I think I'll take my chances with the flame geysers." Apple Bloom replied "Say, what's that over there?" And she quickly ran off after pointing her hoof in a random direction.

Unfortunately, the three chimera heads caught on to Apple Bloom's plan, and they once again leaped out in front of her and blocked her path. "Where do you think you're going?" the tiger head asked.

"Anywhere but here!" Apple Bloom shouted.

"And why would you want to leave this place? Wouldn't you rather not have to worry about being grounded for staying out too late, or getting yelled at for something that wasn't your fault?" the snake head asked.

"I'm not interested in becomin' your next meal!" Apple Bloom said to the three chimera heads "Can't you just leave me alone?!"

"Sorry filly, but we haven't eaten in three days. And you look really delicious." the goat head said, licking her lips. The tiger and snake heads did the same thing.

Apple Bloom tried to back away, only to be stopped by the flame geysers. All the while, the three chimera heads were closing in with an obvious intent to eat her whole.

"Help! Somepony, please help!" Apple Bloom shouted, hoping that somepony might be near by and would come to her resuce. Alas, no one did.

"Just hold still and make this easy on all of us!" the tiger head said crossly.

"Any last words?' the snake head asked Apple Bloom.

"None you'd wanna hear!" Apple Bloom said crossly.

"Enough talk, let's eat!" the goat head shouted.

"Leave my little sister alone!" Applejack shouted, appearing suddenly between the chimera and Apple Bloom. She was clad in black rubbery flameproof boots, and her saddle bags seemed to be heavier than usual, as if they were holding some very large objects.

"Get her!" the goat head instructed, and all three chimera heads turned their attention to Applejack.

"Those chimera heads are in for it now." Apple Bloom thought happily to herself, as she watched Applejack prepare to fend off the attackers "No one messes with my big sister and gets away with it!".

The snake head hissed, and prepared to lunge at Applejack. But Applejack was already prepared for such a situation, and quickly whipped out a snake charming flute. Reacting quickly, she blew into the flute, creating a tune that the snake head found irresistible.

"You won't be so lucky with me!" the tiger head growled, and tried to lunge at Applejack. Applejack dodged the attack, and pulled out a chair not unlike the ones used to tame lions and tigers in a circus.

"That's right, you're not so tough when somepony knows your weakness." Applejack said confidently, using the chair to protect herself from the tiger head's attacks.

"You haven't won yet!" the tiger head roared, and chased after Applejack.

Applejack wasn't worried even the slightest, as she allowed the chimera to chase after her. In a matter of seconds, she was able to trick the snake head into wrapping itself around a tree branch. Applejack then delivered a blow to the tiger head while it was distracted, and subdued it.

This left only the goat head, who was quite furious at what had happened. "You've got some nerve picking on my sisters like that!" the goat head said angrily "I guess I'll have to teach you some manners!" And it lunged at Applejack.

Reacting quickly, Applejack pulled out a hunk of an unknown substance from her saddle bag, and tossed it at the goat head. Once the got head got a taste of the substance, it quickly stopped chasing Applejack. "Mm, ricotta!" it said, and set to work on devouring the tasty treat, forgetting all about its fellow heads.

"That'll teach ya to not mess with my big sister!" Apple Bloom taunted.

Applejack quickly raced over to where Apple Bloom was, and scooped her up. "Come on! We've gotta get out of here, now!" she said seriously, and took off as fast as she could, carefully but expertly dodging the flame geysers.

Applejack didn't stop running until she and Apple Bloom were safely back at Sweet Apple Acres, by which point she was almost out of breath. "Are you okay?" she asked Apple Bloom.

"Thanks to you, I am." Apple Bloom replied.

"You're lucky I found you when I did!" Applejack said seriosuly "That chimera was about to have you for dinner! Just what were you doin' in that swamp anyway?!"

"I didn't mean to go into that swamp, I just got lost, honest." Apple Bloom told Applejack.

"Well, I'm just glad you're safe and sound." Applejack said honestly "Now, head on up to your room and get ready for bed! We'll discuss this more in the mornin', alright?"

Apple Bloom sighed, but did as she was told. "Yes, Applejack." she replied glumly. "It's not like I meant to get lost or anythin'." Apple Bloom thought to herself, as she got ready for bed "I just don't understand why Applejack's always gotta be so overprotective of me! I can take care of myself!" And with those thoughts, Apple Bloom went unhappily to sleep.

Since Big Macintosh and Granny Smith were already sound asleep, Applejack didn't bother waking them up to tell them about what had happened to Apple Bloom. "They don't need to worry about it like I did." she thought to herself "I saved Apple Bloom, and everythin' is as it should be. Or at least, almost everythin'."

Applejack sighed, as she looked at the picture of her parents that rested on a little table off to the right of her bed. It was hard to believe that it was almost eight whole years since she had seen them for what turned out to be the last time. If it weren't for that freak accident with the rope bridge, they'd probably still be alive.

Looking out at the night sky, a pair of shooting stars passed overhead. And as Applejack saw them pass by, tears formed in her eyes. "Ma, Pa, I sure do miss ya." she said to herself "I've tried my best not to let it bother me, but Sweet Apple Acres just hasn't been the same without you. Granny Smith's a wonderful pony, but she can't fill the hole in my heart that you two left. And today it was worse, Apple Bloom almost got eaten by a chimera. I know it's silly of me, but I can't help but worry about her. I don't wanna lose another family member."

Trying to her best not to cry, Applejack climbed into bed and went to sleep. All the while, her thoughts drifted towards how she could protect Apple Bloom, and make sure she didn't get hurt.

The next morning, Apple Bloom woke up to the crow of the rooster, and had no reason to believe that today would be any different from the days before. Applebuck Season had come and gone, but there were still lots of chores that needed to be done in order to get Sweet Apple Acres ready for the winter. Everypony on Sweet Apple Acres was expected to help pitch in and do their fair share of chores, fall was always a busy time of year for the Apple family.

Apple Bloom arrived in the kitchen to find that Applejack was busy preparing breakfast, and this came as a surprise to Apple Bloom. Even though Applejack was an early riser, she usually either let Granny Smith cook breakfast, or allowed each family member to make breakfast on their own. It wasn't that she was a bad cook, in fact Applejack was quite a talented chef. But she was always either busy with chores, or helping one of her friends. Her making breakfast was certainly a surprise.

"Good mornin' Apple Bloom." Applejack greeted with a smile that would make Pinkie Pie proud "Did ya sleep well last night?"

"I sure did, Applejack." Apple Bloom replied "But since when do you have time to make breakfast? Shouldn't you be out in the fields, collectin' firewood for winter?"

"That firewood ain't goin' anywhere anytime soon. It can wait. I figured a little quality time with my little sister wouldn't hurt anypony." Applejack explained.

Apple Bloom had the feeling that Applejack wasn't telling her the whole truth. "Is that so?" she asked suspiciously.

"Why, it most certainly is. There's nothin' wrong with me wantin' to spend some time with my litte sister, right Big Macintosh?" Applejack asked.

"Eeyup." Big Macintosh replied. Was it Apple Bloom's imagination, or was he as suspicious of Applejack's behavior as she was?

"Just have a seat, and your pancakes will be ready in a minute." Applejack said to Apple Bloom, and went back to work on making breakfast.

Breakfast itself wasn't anything out of the ordinary. The Apple family talked about various things of importance, whether it be chores, upcoming events, or whatever was on their mind. The only thing that felt even remotely close to not being ordinary, was Applejack herself, at least in Apple Bloom's mind. "Why do I get the funny feelin' that the reason she made breakfast today, is because she doesn't think I can make breakfast on my own without gettin' hurt?" Apple Bloom thought to herself, in between bites of her pancakes.

"Thanks for the pancakes, Applejack." Apple Bloom said, once breakfast had been finished. "I can't wait! Today's the day I'm finally gonna learn how to buck apples!"

"Not so fast, Apple Bloom!" Granny Smith called "Aren't ya forgettin' about somethin'?"

Apple Bloom skidded to a halt, she remembered that she hadn't washed off her plate after she had finished eating. And she really didn't like having to wash off dishes. But rules were rules. "Oh yeah, thanks for remindin' me." she said with a sigh, and marched back into the kitchen.

Much to Apple Bloom's surprise, however, Applejack picked up the plate and placed it in the kitchen sink before the filly could do it herself. "I'll take care of your dish for ya Apple Bloom, I can tell you really wanna get a head start on your buckin' lesson." Applejack explained, and proceeded to wash it off.

"But I-" Apple Bloom began.

"You don't have to thank me sugarcube, I'm just doin' what any good big sister should do." Applejack interrupted, as she scrubbed the plate clean with a brush.

"First breakfast, and now this? Why is Applejack doin' all of these things for me?" Apple Bloom thought to herself "She's always been insistent on lettin' me do these things in the past." She quickly shrugged it off, she was looking a gift horse in the mouth when she really shouldn't be.

Maybe Applejack knew that her little sister wanted to get a head start on her apple bucking lesson, and was doing all of these nice things so that Apple Bloom wouldn't have to wait as long for the lesson to start. (Big Macintosh had wanted to teach Apple Bloom how to buck apples, but Applejack insisted that she be the one to teach her. Big Macintosh had reluctantly agreed).

Before long, Applejack had finished cleaning the plate and placed it into a pile with the other cleaned dishes. "Okay Apple Bloom, let's get that buckin' lesson started, shall we?" Applejack offered.

Apple Bloom didn't reply, she just raced away as fast as her legs could carry her. Clearly she was excited, perhaps a little too excited for her own good (or at least that's what Applejack thought).

"Slow down, Apple Bloom." Applejack called. But Apple Bloom didn't listen, she was too busy thinking about how much fun it would be to buck apples from trees. After all Big Macintosh and Applejack always did, and Granny Smith used to be able to do it, and they'd made it look easy. How hard could it really be?

Before long, Applejack caught up to Apple Bloom, who was eying the trunk of a nearby apple tree. "This is the perfect tree for me to start practicin' my applebuckin' skills on!" Apple Bloom said eagerly.

But Applejack was worried. What if Apple Bloom messed up the bucking process and sprained a hoof? Or what if an unharvested apple fell from the tree, and hit Apple Bloom on the head? Or what if Opal had gotten loose and was stuck in that very tree, and clawed fiercely at Apple Bloom as a result of the bucking? If Applejack was thinking clearly, she would've realized how foolish it was to worry about those things. But at the moment, there was only one thing she was thinking about, and that was keeping her little sister safe from harm. "I made a promise to protect her, and I've got no intention of goin' back on that promise now!" she thought to herself.

Before Apple Bloom could plant even one hoof against the trunk of the tree, Applejack cried out "Stop!".

Just seconds before her back right hoof could make contact with the tree, Apple Bloom brought it down. "Just what's the big idea, Applejack?!" she asked crossly "I was just about to buck that tree and collect the apples!"

"I didn't teach ya the proper buckin' process." Applejack explained, and quickly stepped between Apple Bloom and the tree, all the while sporting the same smile she'd worn at breakfast.

"Whadya mean, of course ya-" Apple Bloom protested.

Applejack quickly cut Apple Bloom off "I know you thought I did, but I didn't." she told Apple Bloom "Now, watch and learn. Here's how ya do it the safe way." And Applejack proceeded to explain how to perform an apple buck. "First, you gotta line your hooves up with the tree trunk nice and easy. Then, you look up and make sure that no apples will fall on ya. And finally, you give that trunk a good kick!" As soon as Applejack had finished that sentence, she kicked the tree with all her might. Then, she turned to Apple Bloom and said "Now you try it. Remember what I taught you."

"Yeah, yeah. I know." Apple Bloom replied, and with Applejack watching she repeated the steps that Applejack had just demonstrated to her.

But just as Apple Bloom was about to buck the tree trunk, Applejack shouted "Wait!". Unknown to Apple Bloom, Applejack was convinced that her little sister wasn't getting the bucking process just right. Unfortunately, her shouting caused Apple Bloom to lose her focus and she messed up. Her legs wobbled around a bit, and although the back right hoof eventually hit the tree trunk, the resulting angle caused Apple Bloom to hurt said hoof. It wasn't anything serious, but it still hurt quite a bit.

Apple Bloom was more than a little bit angry with Applejack for making her mess up the bucking process, but Applejack took no notice. "It's just as I feared." she thought to herself "Apple Bloom isn't ready to start apple buckin' just yet."

"I think that's enough apple buckin' lessons for one day." Applejack said to Apple Bloom, and quickly shooed her away from the apple tree.

"But Applejack-" Apple Bloom complained.

"No buts sugarcube, you can try again when I think you're good and ready." Applejack interrupted "Now come on, you've got your chores to do. And Granny Smith wouldn't be too happy if I kept you from 'em. So get to work."

Apple Bloom sighed, but reluctantly set to work. "I would've nailed that buckin' process perfectly if Applejack hadn't interrupted me at the last second." she thought to herself "I'm startin' to think she doesn't want me to do much of anythin' besides chores. But I'm a growin' filly, I can take care of myself!" And these angry thoughts dwelled in Apple Bloom's mind as she did her daily chores.

However, everywhere Apple Bloom went, it wouldn't be long before she would spot Applejack either working alongside her or watching her from a distance. "Need anythin'? I'm right here." she would always say with a massive smile on her face.

It didn't matter what Apple Bloom did, Applejack would always somehow find a way to be close to her little sister. And this bothered Apple Bloom to no end. "This is just ridiculous! I can do these chores just fine on my own, without anypony watchin' me! Why in the hay does Applejack seem to think I can't?!" she thought angrily to herself. Whether it was milking the cows, giving the pigs baths, rounding up the grazing sheep with Winona, or just checking up on the bat sanctuary, Applejack was always there, that massive smile refusing to leave.

"I've got to find someway to prove to Applejack that I can do things without her watchin' over me like some kind of bird." Apple Bloom said angrily to herself, as she finished up her chores. Then, in the distance she spotted the perfect solution. Laying on the ground was an old rake, it was a little bit battered, but it still got the job done without trouble.

Apple Bloom looked around. There was no sign of anypony at all. Not Big Macintosh, not Granny Smith, and certainly not Applejack. Apple Bloom couldn't believe her luck, and she raced over to the rake. "There's plenty of leaves layin' around at this time of year. I'll just sweep some of 'em up into a pile. That'll show Applejack that I can be responsible."

Unfortunately for Apple Bloom, when she reached the rake Applejack somehow was already there and was holding onto it quite firmly. "Ah, come on!" Apple Bloom grumbled.

"Sorry sugarcube, but it's not your duty to rake up the leaves." Applejack said to Apple Bloom "Besides, this old thing is so beaten up, it'd take you all day just to get a decent sized pile formed."

"It's not that old." Apple Bloom complained, Applejack took no notice.

"I'm sure it isn't, but it's far too heavy and battered for you to use without tirin' yourself out." Applejack replied, the massive smile that had been her face all day long only grew wider "And what kind of big sister would I be if I let that happen to you?"

"Applejack, you don't have to keep doin' stuff like this for me." Apple Bloom said crossly, and stomped away. With her chores completed, Apple Bloom decided that it was best to just head back inside, and wait for either Big Macintosh or Granny Smith. They would certainly not be happy with Applejack's behavior, and would set her straight in an instant.

"I hate tellin' on my big sister, but she's drivin' me crazy with her constant overprotectiveness!" Apple Bloom thought to herself, as she opened the door to the house.

But when she opened the door, Apple Bloom was greeted with a sight that enraged her to no end. Every nook and cranny of the house had been completed changed, and not in a good way. It didn't take long for Apple Bloom to realize who was responsible for the change in decor. "Oh, for the love of...!" she said angrily, and sighed.

"Howdy Apple Bloom." Applejack greeted "I did a little bit of rearrangin' to make this place safer for ya. Do you like it or what?"

"I don't believe it! You've gone and baby-proofed everythin' in sight!" Apple Bloom complained.

Applejack chuckled a little, completely ignoring Apple Bloom's complaint "Heh, yup!" she replied with a massive smile "Your big sister let you down once, but I promise you it won't ever happen again. I'm not gonna lose another family member if I can help it."

"But really, I'm fine! I can take care of myself." Apple Bloom protested, hoping that Applejack would finally listen to her "I don't need you watchin' over me like this!"

Applejack once again ignored Apple Bloom's complaints and protests, and simply picked her little sister up. "Aw, that's really sweet of ya. I appreciate you tryin' to make me feel better, but don't you worry. I'll always be here for you. Always!" she said in a motherly tone of voice (all the while rocking Apple Bloom like a baby), and slapped a protective blue bike helmet onto Apple Bloom's head.

Apple Bloom growled "Well, seein' as there's nothing else for me to do right now, I think I'm gonna just go up to my room and rest!" And with that she headed up stairs.

"O-kay, well you can count on me bein' close by if'n you need anythin'!" Applejack called, and followed Apple Bloom to make sure she would be alright. Lots of accidents could happen on the stairs. "She's such a delicate little flower." Applejack thought to herself "I know she doesn't appreciate my protective ways right now, but in time I'm sure that'll change."

Apple Bloom was relieved when she saw that Applejack hadn't touched her room, but upon closer inspection she was upset to see that Applejack had taken the liberty of putting up guard rails on both sides of her bed, essentially turning it into a crib. "First the constant monitorin', then the baby-proofin' everythin' in the house, and now this? Next think I know, she's gonna start singin' me songs and feedin' me food." Apple Bloom thought to herself, and cringed at the thought process. She didn't like where that thought process led, it was creepy, disturbing, and most uncomfortable.

"Applejack wouldn't acutally start treatin' me like a baby, would she?" Apple Bloom thought to herself, as she climbed over the guard rails and into bed. "I don't wanna be a baby again! I'll die of embarassment!". And with those thoughts, Apple Bloom went to sleep. Or at least, she tried to. Every few seconds, Applejack would come barging into her room, asking questions like "Do you need anythin' now?" or "Want me to sing a lullaby to help you fall asleep?" or even "You wanna have a little somethin' to eat?".

And each time, Apple Bloom would reply with a no, and Applejack would simply say "Alright, but I'll be back to check on ya in a little bit. So let me know if you change your mind."

Finally, just when Apple Bloom thought she could take no more, she came up with an idea to escape. "Applejack will never suspect it, and if all goes well, I won't have to worry about her constantly lookin' out for me anymore." she thought to herself, and she made a plan.

"Hey Apple Bloom. Do you need anythin'?" Applejack asked, checking up on her little sister for what felt like the one hundreth time.

"Well actually, yes." Apple Bloom replied, trying to keep a straight face so that Applejack wouldn't suspect anything. "I need to use the little fillies room."

"Say no more sugarcube." Applejack said kindly "When you gotta go, you gotta go." And after helping her climb out of her bed, Applejack led Apple Bloom out of her room. "Come on, the bathroom's this way." Applejack said.

Then, Apple Bloom made her move. Before Applejack could stop her, she quickly bolted and ran down the hallway. But she wasn't heading for the bathroom, she was heading for the stairs.

Applejack was furious, but also extremely worried "Come back here, Apple Bloom!" she shouted, and gave chase "What have I told ya about runnin' in the hallways?!"

Apple Bloom took no notice, and continued to run. She quickly but carefully made her way downstairs, Applejack was following not too far behind. "Oh please, please let them be around!" Apple Bloom pleaded, as she reached the bottom step and raced into the living room. Sure enough, Granny Smith and Big Macintosh were there. "Big Mac! Granny Smith! You gotta help me! Applejack's tryin' to treat me like a foal!" she shouted in between pants.

"Treatin' you like a foal?" Granny Smith asked "Are you absolutely sure about that, Apple Bloom?"

"I'm not kiddin', just look around you!" Apple Bloom panted "Applejack's babyproofed this entire house from top to bottom! She's even turned my bed into a crib!"

"Now Apple Bloom, I'm not sayin' I don't believe you, but why in tarnation would Applejack do such a thing?" Granny Smith asked seriously.

"I don't know, but it's drivin' me crazy! I can't take much more of it!" Apple Bloom spoke up "You believe me, right Big Macintosh?"

Big Macintosh didn't reply with either an "Eeyup." or "Eenope." like he normally did, he just looked at Apple Bloom and at Granny Smith with a look that indicated he didn't know whether to believe it or not.

"Come on, you know I wouldn't make somethin' like this up!" Apple Bloom pleaded "You gotta believe me!"

Before either Granny Smith or Big Macintosh could say anything, Applejack came rushing into the living room. She was incredibly out of breath and seemed incredibly upset with Apple Bloom. "There you are!" she said crossly "You've got some nerve runnin' off on me, when all I was doin' was escortin' you to the little fillies room! You could've gotten hurt!"

"Applejack, Apple Bloom here says you've been tryin' to treat her like a foal. Is that true?" Granny Smith asked sternly.

"I'm only tryin' to protect her." Applejack replied.

"This is protection?!" Apple Bloom asked angrily.

"Don't you raise your voice at me like that, I'm your big sister!" Applejack said crossly "I know what's best for ya, and if I tell you not to do somethin', then you don't do it!" But as soon as those words escaped her mouth, Applejack saw how upset they made Apple Bloom and she realized she'd gone too far. "Apple Bloom, I'm sorry. I didn't mean to yell at you like that." she apologized

"Just, leave me alone!" Apple Bloom replied, and ran back up to her room and closed the door. Now, Applejack was alone with Granny Smith and Big Macintosh, and they did not look happy at all.

"Applejack, I think it's time we had a little talk about your behavior." Granny Smith said seriously "Right, Big Macintosh?"

"Eeyup." Big Macintosh replied sternly. Applejack gulped, she was in for it now.

Apple Bloom didn't stay in her room for very long, partially because she really did need to use the little fillies room, and partially because she wanted to overhear what the rest of her family was discussing. So, after using the bathroom and washing her front hooves, Apple Bloom carefully tip hoofed downstairs and leaned against the wall connecting the downstairs hallway with the kitchen.

"Just what were you thinkin' tryin' to baby Apple Bloom like that?!" Granny Smith asked Applejack furiously.

"I was only tryin' to make sure she didn't get hurt." Applejack explained sadly "I promised Ma and Pa that I'd look after her."

"And you've done a fine job of doin' that." Big Macintosh replied.

"I thought I was, until yesterday evenin'." Applejack said sadly "I didn't want to have to tell you two this, but Apple Bloom got lost on her way back from Zecora's and almost got eaten by a chimera. That made me realize, I wasn't doin' enough to look out for Apple Bloom and make sure she was safe. I started to realize that there were a lot of times in the past when she was in danger."

"And none of them were directly your fault." Granny Smith told Applejack "I know you were really sad when your folks passed on while you were a filly, but you can't let the pain of the past dictate your actions in the present! Apple Bloom is growin' up, and as she gets older she can take more responsibility for herself. She doesn't need you to baby her and protect her! Right, Big Macintosh?"

"Eeyup." Big Macintosh replied "Apple Bloom won't stay young forever, but if you keep tryin' to baby her and protect her all the time, she'll grow to hate you. Is that what you want? For your little sister to hate you because you took a promise too far?!"

Applejack sighed "No. I certainly wouldn't want that at all. It's just, I don't wanna lose another family member before their time. It happened with Ma and Pa, and if it happened to Apple Bloom I'd never forgive myself."

"Apple Bloom is a strong filly, and you've done a good job in helpin' to raise her." Big Macintosh said to Applejack, putting a hoof around his sister's shoulder.

"But all the same, you can't protect her forever." Granny Smith added "What happened with your parents was unfortunate, but ask yourself this question 'Would they really want to you treat Apple Bloom in the way you treated her today?' I'm sure you already know the answer."

Applejack said nothing, tears formed in her eyes. She normally didn't cry about anything, at least on the outside. But this was one of those times where crying on the inside just wasn't enough.

"Do ya mind tellin' me just what you were plannin' on doin' tomorrow when we all left on our important pie deliveries?" Granny Smith asked Applejack.

"Actually, I hadn't thought of that." Applejack admitted "I guess I wasn't thinkin' straight. Do you think Apple Bloom will ever forgive me for what I did?"

"That's not my place to say." Granny Smith replied "Only Apple Bloom can decide if she wants to forgive you or not."

Having heard everything that had just been discussed, and realizing what was going to happen next, Apple Bloom quickly raced back up to her room and climbed into bed. Applejack hadn't taken down the guard rails just yet, but right now Apple Bloom didn't mind. She needed to act like she had not left her room at all, except to use the bathroom.

"Apple Bloom? Are you awake?" Applejack called softly.

"I am." Apple Bloom replied, pretending that she had been trying to go to sleep but hadn't actually done so yet.

"Listen, I wanted to say that, I'm sorry for treatin' you like some two year old." Applejack apologized "It was wrong of me, and I never should've done it. I know now that I can't protect you all the time, and tryin' to do so is just foolish."

"That's an understatement." Apple Bloom replied.

"It's just, when that chimera attacked you yesterday evenin', I was extremly worried." Applejack admitted "I thought I was gonna lose you like I lost Ma and Pa. I thought that maybe, if I constantly watched over ya and baby-proofed everythin' I could, I'd be able to protect you from gettin' hurt, and I wouldn't have to worry about losin' you."

"I'm sorry too, Applejack." Apple Bloom said honestly "I should've been payin' attention to where I was goin', then that chimera never would've been able to attack me in the first place. And I shouldn't have just ignored everythin' you said, even if most it was ridiculous and unnecessary. It also wasn't right of me to trick you the way I did."

"You were only doin' what you thought was the right thing to do." Applejack replied "So, despite what happened today, do you still love me and want me to be your big sister? I know I didn't show my sisterly love for you in the best possible way, so I'll understand if you're not willin' to forgive me."

But much to Applejack's surpise Apple Bloom told her "Oh, don't be silly. I still love you, and you'll always be my big sister no matter what. I don't mind you lookin' out for me every once in a great while, like what you did with the chimera. I just have a problem with it when you don't listen to what I have to say, and think that because I'm younger than you, I don't know what I'm talkin' about."

"I promise that, from now on I'll try to be more considerate of how you're feelin'." Applejack promised "I made that mistake twice already, and I don't intend to make that mistake a third time if I can help it."

Apple Bloom smiled, but then a question came into her mind "Say, Applejack? What were they like?" she asked.

"Ma and Pa?" Applejack asked. Apple Bloom nodded. "They were truly wonderful ponies, Apple Bloom." Applejack explained, tears forming in her eyes once again "They gave their lives helpin' a filly in need, and they lived every day prior to that to the fullest extent possible. When I close my eyes, I can still remember Pa teachin' Big Macintosh and I how to buck apples from the trees, and Ma singin' to me whenever I couldn't get to sleep."

"Did they love me?" Apple Bloom asked Applejack.

"Of course they did sugarcube. Heck, for months after you were born they wouldn't stop fawnin' over ya." Applejack replied.

"Do you think they're proud of us?" Apple Bloom asked, as she yawned and drifted off to sleep.

Applejack nodded "Absolutely, Apple Bloom, absolutely." And with that, she kissed her little sister goodnight, turned off the bedroom light, and gently closed the door.

Looking up at the sky, Applejack saw two familiar shooting stars passing overhead. "Oh Ma and Pa, if only you were still around. You'd be amazed at the fine young mare Apple Bloom's turnin' into." Applejack thought to herself.

Author's Note

And so, my second series of rewrites draws to a close with the final Season 4 episode that will be included in this installment.

The original version of this episode suffers largely from Applejack's incredibly OOC behavior, and sudden concern for Apple Boom. Now, if one applies the "Dead Parents" angle to the episode, Applejack's behavior starts to make some sense. But the execution still falls apart, as Applejack just starts worrying about Apple Bloom out of the blue.

The chimera in the original version isn't much better, largely because of how it's suppose to be a threat, but it keeps talking to itself, and the one line it mentions that has any relevance to the plot is quickly dismissed without the episode doing anything with it.

To top it all off, the moral is broken and stupid, punishing Apple Bloom when she doesn't do anything wrong, and rewarding her for dangerous behavior.

In order to correct all that, I took the advice of The Mysterious Mr. Enter who suggested that if you placed the chimera attack at the beginning of the episode, everything would work out better. And to an extent, he's probably right.

But in addition to moving the chimera attack to the beginning, I also knew I would need to tone down the overprotective antics of Applejack, even if it generated a lot of content and inspiration in a particular group.

Lastly, and most importantly, I had to reluctantly scrap what was arguably the best part about the original episode, the dialogue with the CMC before Apple Bloom sneaks out. I just couldn't think of a way to legtimately put them into the rewrite in a way that would make sense. And it's a shame because both Scootaloo and Sweetie Belle get some pretty good scenes (even if they aren't the focus characters).

As I've mentioned before, don't expect word on a third "What If?" installment until after Season 5 ends. Right now, only a few episodes would be included in a third installment. One of which will definitely be "Appleloosa's Most Wanted".

Episodes to be rewritten:
~~The Show Stoppers~~
~~Owl's Well That Ends Well~~
~~Dragon Quest~~
~~Spike at Your Service~~
~~Just for Sidekicks~~
~~Games Ponies Play~~
~~Bats!~~
~~Rainbow Falls~~
~~Three's A Crowd~~
~~Filli Vanilli~~
~~Somepony to Watch Over Me~~

S1 E18: The Show Stoppers (What If?)

Applejack was leading her sister Apple Bloom, and her two friends Scootaloo and Sweetie Belle, through a small patch of woods on the outskirts of Sweet Apple Acres. She'd told them she had a big surprise waiting for them.

"Where are you takin' us?" Apple Bloom asked impatiently "Seems like we've been trottin' around for hours."

"We're almost there, youngin's." Applejack replied "You're gonna love what I have in store for ya."

"I've never been here before." Sweetie Belle said, as she and Apple Bloom pushed past a leaf.

Unfortunately for Scootaloo, the leaf snapped back and hit her in the face. "Ouch, that smarts!" she complained. She was more cross than hurt.

"Oh. Sorry." Apple Bloom apologized.

"Apology accepted. Are we there yet?" Scootaloo asked Applejack. She hated asking the obvious question, but she was rapidly losing patience and was starting to have second thoughts about continuing the journey.

"There? Where? What? I don't even know what we're doing." Sweetie Belle said, greatly confused "Everything's starting to look the same."

"Ah, here we are." Applejack said at last, and stopped at what appeared to some sort of wooden building. But it had clearly seen better days. The paint was dull and chipped in many places, most of the wood rotten and decayed.

"What are we lookin' at?" Apple Bloom asked, observing the sight that lay before her. She was anything but impressed.

"Don't ask me, I have no idea." Scootaloo replied.

"Just what is that thing?" Sweetie Belle added "It looks like no one's been here for years."

"Cutie Mark Crusaders, welcome to your new clubhouse." Applejack said proudly. She exepcted to be showered with praise, but all she got was a long silence, and a few angry glares. "Well, don't thank me all at once." she continued "You fillies will never believe this, but this use to be my clubhouse when I was your age. Sure it hasn't been used in a while, but it's empty and on a secluded, private part of the farm. And it's all yours. It just needs a little, uh..." Applejack paused, trying to think of a good word to describe the neglected building "TLC." she said at last.

"TLC as in Tender Loving Care, or Totally Lost Cause?" Scootaloo asked, raising an eyebrow suspiciously.

"Applejack! Do you seriously mean to tell me we're suppose to turn this into our new clubhouse?" Apple Bloom complained.

Applejack leaned against one of the wall boards and said "Well, maybe y'all will get your cutie marks when you discover your talent for..." Just then, the wall board she was leaning against gave way and she crashed. Fortunately, she wasn't hurt "Uh... house cleanin'?"

"Seriously?" Apple Bloom groaned. Just by looking at the clubhouse she could tell it would take a long time to repair.

"Are we actually suppose to try and fix this thing up?" Sweetie Belle asked.

"My thoughts exactly." Scootaloo joined in "This place is a dump! It's a miracle it hasn't fallen apart already."

"Well, I think we can do it. But we've got our work cut out for us." Apple Bloom admitted, looking at the decayed clubhouse.

"Really?" Sweetie Belle asked, incredibly unsure of the idea.

"There's only one way to know for sure." Apple Bloom replied.

"And that would be what?" Scootaloo asked.

"We'll have to take a closer look at it. You know, get a damage report and see just what needs to be repaired." Apple Bloom explaind "Once we've done that, we can make a plan to get the supplies we'll need to fix it."

"I don't know if that's such a good idea." Sweetie Belle said uncertainly, the clubhouse did not look safe at all.

"Relax, we'll be fine." Apple Bloom reassured her friends "Now come on, the sooner we get in there, the sooner we can start makin' repairs!"

"Just a sec." Scootaloo replied, and went to fetch her helmet from her scooter "I'm not taking any chances. The last thing I need is for one of those boards to come down, and hit me on the head."

Reluctantly, Sweetie Belle and Scootaloo followed Apple Bloom into the clubhouse. When they did, they could not believe their eyes. The outside had looked bad enough, but the inside was far worse. The windows seemed dusty and cracked, dust and cobwebs were everywhere, and the fillies had to be extremely careful to avoid splinters from the rotting wood.

"Wow, what a surprise! The cruminess is thorough!" Scootaloo said sarcastically "Calling this place a pigsty would be an insult to pigsties."

"The dust in here would drive my sister Rarity insane." Sweetie Belle commented, sneezing slightly as some of the musty air passed by her nose.

"Well, at least now we've got a sense of what needs fixin'." Apple Bloom replied. Sweetie Belle and Scootaloo were not sure why, but Apple Bloom seemed most impressed with the place.

"Good, so can we talk about it outside?" Sweetie Belle asked nervously.

"Where it's safe?" Scootaloo added.

"Sure thing." Apple Bloom smiled, and headed over to join up with her friends.

But just as she was about to meet up with them, Sweetie Belle and Scootaloo noticed a loose floorboard that seemed ready to give way as soon as somepony stepped on it. "Apple Bloom, watch out!" they cried. But it was too late. Apple Bloom stepped onto the floorboard, and screamed as it flung her into a wall. Fortunately, she was more dirty than hurt.

"Add that to the list of things we'll need to fix." Apple Bloom muttered, as she shook herself off. Then, she joined up with her friends and they all left the clubhouse together.

Once outside, Apple Bloom spoke up again "If we're gonna go out into Ponyville and look for our cutie marks, we're gonna need a base of operations. And this clubhouse is the perfect candidate."

"You're kidding right?" Scootaloo asked "You saw how run down the place is. What makes you think it can somehow be useful to us?!"

"Rarity always say that if you put enough effort into it, it's possible to fix anything. It just takes a little determination." Sweetie Belle replied.

"It'll take more than determination to fix up this place Sweetie Belle." Apple Bloom spoke up "There's a lot that needs to be repaired. I'm not gonna lie, it's gonna take a lot of time and effort. But I think if we work together, we can do it! So, are you girls with me?!"

"I think so." Sweetie Belle replied.

"I guess." Scootaloo shrugged.

"Alright then, here's the plan." Apple Bloom said seriously "First thing's first, we're gonna need a whole lot of wood. Most of the floor and wallboards are too rotten to be useful. That's where you come in Sweetie Belle."

"It is? How can I help with that?" Sweetie Belle asked uncertainly.

"Your sister Rarity has to know a thing or two about construction. After all, she runs and maintains her own business." Apple Bloom explained "If you ask her politely, she'll probably let you part with some 2x4s. While you're there, see about gettin' some new drapes to replace the old, torn ones."

"I can do that, I guess." Sweetie Belle replied. She was still uneasy from the last time she had 'borrowed' some of Rarity's materials, in order to make the capes for her and her fellow cutie mark crusaders.

"And as for you, Scootaloo." Apple Bloom went on "You're pretty fast on that scooter, aren't you?"

"Darn right I am!" Scootaloo boasted "I can go faster than anypony could by trotting!"

"Then you're the perfect pony to pick up nails, and paintin' supplies." Apple Bloom instructed "On your way back, you can probably stop by Carousel Boutique and pick up Sweetie Belle."

"What do I look like, a taxi service?" Scootaloo complained.

"If you're as fast as you claim that shouldn't be a problem, or am I mistaken in assuming you and your scooter are up for this important assignment?" Apple Bloom asked.

"Fine, I'll do it." Scootaloo said, under her breath she added "Just this once."

"Good, and when you're done with that you could probably draw us a map of Ponyville. We're gonna need it to plan our crusades." Apple Bloom added.

"Okay, anything else you'd like me to pick up for you?" Scootaloo teased "Bread? Eggs? Milk? Laundry?"

"Very funny Scootaloo." Apple Bloom replied "While you two are busy with your tasks, I'll be gonna around and tryin' to see what I can get done on my own. For starters, I could probably nail down that loose floorboard before it sends someone else flyin'."

"How are you gonna do that?" Sweetie Belle asked.

"With a hammer of course." Apple Bloom explained "So, what are you two standin' around here for? Let's get to work and turn this clubhouse into somethin' worthy of the name 'Cutie Mark Crusaders'!"

And so, Apple Bloom's plan was set into motion. Sweetie Belle hopped into a wagon attached to Scootaloo's scooter, and together they set off for Carousel Boutique. Meanwhile, Apple Bloom headed back to Sweet Apple Acres to borrow Big Macintosh's tool kit, in the hopes of doing some damage control.

It didn't take Scootaloo long to reach Carousel Boutique, she knew Ponyville in and out. She even knew of sneaky shortcuts she could take to save time, or avoid being caught.

Sweetie Belle hopped out of the wagon, and watched as Scootaloo sped away as fast as she could. Now, she was alone. "I just hope Rarity isn't too busy." she thought to herself, and plucking up courage, she entered Carousel Boutique and headed up to where she knew Rarity would be working.

Scootaloo was racing towards the Ponyville Hardware Store, so far she was making good time. "This is gonna be easy!" she thought to herself "I'll be in and out faster than Rainbow Dash on cider day!" But as she approached the road leading up to the store, Scootaloo stopped. Fluttershy was leading an entire group of sheep across the path, effectively blocking it. And from the looks of things, the flock would take some time to make it all the way to the other side. All Scootalo could do in the meantime, was wait. "Me and my big mouth." she thought to herself, as she waited impatiently for the path ahead to clear.

Rarity was in her workshop, busy tending to a dress order she'd recieved fron Manehattan. She was just putting the finishing touches on the helm of the dress, when Sweetie Belle came barging in. Rarity was, needless to say, quite unhappy. Taking a deep breath (so as not to unintentionally yell at her little sister) she turned around to face Sweetie Belle. "Sweetie Belle, I thought I told you that I do not like to be disturbed when I am 'In The Zone'." Rarity said calmly but firmly.

"I'm very sorry Rarity." Sweetie Belle apologized.

"I'm certain you are. But in the future I would appreciate it if you knock before entering." Rarity said kindly, accepting the apology without another word "Now then, is there something I can help you with?"

"Well, Apple Bloom told me that I'm suppose to ask you for some wood and new drapes." Sweetie Belle said nervously.

"Whatever do you need them for?" Rarity asked "You've already borrowed some of my materials to make those capes. Which I'm still not too happy about it."

"We're trying to fix up Applejack's old clubhouse, Apple Bloom thinks it could serve as our headquarters." Sweetie Belle explained.

"Ah yes, I remember that clubhouse." Rarity replied, a look of disappointment and sadness seemed to be reflected in her eyes "Applejack and I use to play in it from time to time as fillies, but the last time I saw it, the years had not been kind to it. The fact that you and your friends are trying to restore it is nothing short of admirable."

"So, can you help us?" Sweetie Belle asked anxiously "If not, I understand. I'm probably asking too much of you as it is."

"Nonsense Sweetie Belle, I'd be glad to help." Rarity smiled "Truth be told, I had wanted to restore that clubhouse myself, but I never really got around to it. Running your own business does tend to eat up one's time."

"But what about that dress you were working on?" Sweetie Belle asked, eyeing the garment Rarity had been working on just seconds ago.

"Don't worry about it Sweetie Belle. The customer who ordered it wasn't planning on coming back for it until three days from now." Rarity reassured her little sister "I'll have everything you need ready in a jiffy. But I hope you're aware that it takes more than just new boards and drapes to fix up a clubhouse."

"Scootaloo's suppose to be picking up the nails and paint." Sweetie Belle said, a look of uncertainty crossing her face "But something tells me that's not going to be as easy as it should be. I just hope she doesn't take too long, she's suppose to pick me up on her way back to the clubhouse."

"So what is Apple Bloom doing while you two are picking up supplies?" Rarity asked, as she set to work on designing the new drapes.

"She said she was going to use a toolkit and try to do some repairs on her own." Sweetie Belle told Rarity.

"My goodness, you fillies certainly have your hooves full." Rarity exclaimed "Are you three absolutely sure you want to do this?"

"Apple Bloom seems to think that the clubhouse has potential." Sweetie Belle stated "She seems to be a bit more knowledgeable about construction for some reason."

"And what about you Sweetie Belle? What do you think?" Rarity asked.

"I guess I agree with Apple Bloom. Though I think Scootaloo may have a point about it being like a pigsty." Sweetie Belle said with uncertainty.

"Well, go with what you think is the best decision." Rarity encouraged Sweetie Belle "If you have an idea that's different from your friends, don't be afraid to share it. If they're truly your friends, they will at least acknowledge your opinion."

"Really? I thought friendship was all about compromises." Sweetie Belle replied, greatly confused.

"It is, to some extent. There is no 'One size fits all' approach to friendships, just as there's no 'One size fits all' approach to dress making." Rarity explained "What holds one friendship together, can tear another friendship apart. Some friends have more things they like to do, and some friends find only a few areas they really agree on."

Unfortunately for Sweetie Belle, this explanation did not clear things up for her at all. "I still don't get it. How can friendships be so complex?"

"Well, perhaps I can explain this in simpler terms." Rarity said to Sweetie Belle "Take Fluttershy and I for example, there is a lot we have in common. We both love fashion. We both love spa dates. And we both love dressing up. Applejack and I, on the other hoof, have very little in common. Applejack is almost my exact opposite. Yet, there are some things we both like, or at least are willing to tolerate."

"I think I get it now." Sweetie Belle nodded "Thanks for the advice Rarity."

"You're more than welcome Sweetie Belle. If there's anything that's ever bothering you, you know you can always ask me." Rarity said kindly "And if I'm not mistaken, it seems that I have completed work on the new drapes for your clubhouse." Using her magic, Rarity levitated the drapes into a bag for storage.

"That's great, but I still need some wood for the walls and floor." Sweetie Belle replied.

"Say no more, I haven't forgotten." Rarity reassured her sister "Come with me to the basement, and we'll rectify the problem. Do be careful though, there's a very good reason why I tell you not to go down there by yourself."

Meanwhile, for Scootaloo it seemed like hours had passed since Fluttershy and the herd of sheep had appeared. But at last, the road was cleared and Scootaloo could finally head to The Ponyville Hardware Store. "About time!" she thought to herself, and sped down the road as quickly as she could. If she hurried, she could make up for lost time.

Parking her scooter by the side of the building, Scootaloo raced inside as fast as her hooves would let her. "This will be easy, I've been to this place enough to know where to find things." Scootaloo thought to herself, but upon entering The Ponyville Hardware Store that optimism vanished. It seemed, that since her last visit, the store had been renovated. Whereas the nails had previously been off to the right of the doors, they were now replaced by a massive display that did not interest Scootaloo even the slightest. The paints had also been moved, and were now at the very back of the store, when they use to be right next to the nails.

Scootaloo groaned in annoyance "You've got to be kidding me! Why the hay did they have to reorganize everything?! Things were fine the way they were!" With a great deal of complaining and frustation, Scootaloo set off to try and locate the nails.

Back at the clubhouse, Apple Bloom was whistling to herself as she carefully trotted up the ramp, a red toolbox in hoof. It had taken quite a bit of convincing, pleading, and begging, to get Big Macintosh to agree to part with his toolbox.

Applejack had been incredibly persistent on not letting Apple Bloom use any of the power tools by herself. "Those tools can be very dangerous if you don't use them properly." she had told Apple Bloom "You shouldn't need to use any of them. If you do, make sure you come and get either me, or Big Macintosh. No ifs, ands, or buts!" Apple Bloom hadn't liked such a decision, but it was no use arguing with Applejack.

Once inside the clubhouse, Apple Bloom carefully placed the toolbox on the ground. "First thing's first." she said to herself "I've gotta take care of that loose floorboard." She went over to the toolbox and took out a hammer, then she carefully made her way over to where the floorboard that had flung her into a wall a short time ago was.

Looking at it now, it seemed obvious that it would give way like a spring the moment it was stepped on. It seemed very unstable, as if the only thing holding it in place was some sort of invisible force. In reality, it was suppose to be held in place by two nails.

Carefully, Apple Bloom pressed down on the beam until she managed to force down the part of the board that turned it into a make-shift spring. Then, clutching the hammer firmly in her hoof, she pounded the nails back into the board. Once that was done, she placed the hammer onto the beam to see what would happen. When it didn't give way, Apple Bloom reluctantly stepped onto it herself. "I sure hope I actually fixed it, otherwise I'm gonna feel sorry for myself in the mornin'."

Seconds passed, but nothing happened. Apple Bloom stepped back off of the board and sighed with relief. "Glad that's taken care of." she said to herself "Now let's see what else I can get done. Sweetie Belle and Scootaloo should be comin' back soon, and I at least want this place to look halfway presentable by then."

It had taken Scootaloo much longer than she would've liked just to find the nails, and obtaining the cans of paint proved to incredibly frustrating. But at last, she reached the checkout, payed for the supplies with her allowance, and made her way out to where she'd parked her scooter. Once she'd placed the nails and cans of paint into the wagon, she paused for a second to catch her breath. "I forgot just how heavy that stuff was." she said, in between breaths "Oh well, at least I've finally gathered everything Apple Bloom wanted. I hope she's having better luck than me right now, otherwise we're never gonna that clubhouse fixed." And with that, she hopped onto her scooter, fastened her helmet, and took off for Carousel Boutique.

Unfortunately for Scootaloo, the trip back to Carousel Boutique from The Ponyville Hardware Store proved to be more challenging than the trip to The Ponyville Hardware Store from Carousel Boutique. The construction supplies in the wagon were heavy, and weighed Scootaloo down considerably. It took her much longer than usual for her to get up to top speed, and even then she was having difficulty maintaining it. "Come on, come on!" she complained "I can't let this slow me down! I can go faster than this, I know I can!"

"Where's Scootaloo, she should've been here by now." Sweetie Belle thought to herself, as she waited in front of Carousel Boutique for Scootaloo to show up.

"Are you sure Scootaloo is suppose to show up here instead of heading back to the clubhouse?" Rarity asked Sweetie Belle.

"Of course I'm sure, that was the plan. Scootaloo might be a bit hot headed, but she's not stupid!" Sweetie Belle said in reply, glaring angrily at Rarity.

"I made no such assumptions Sweetie Belle. Scootaloo is a good filly, and she's certainly not stupid." Rarity said, quickly defending herself "I was just wondering if you were sure you heard right. Trust me when I say, there are times when you may unintentionally hear something the wrong way."

"But I know Scootaloo is suppose to meet me here!" Sweetie Belle replied "Where could she be?!"

At last, in the distance there appeared a familiar orange figure. As the figure drew closer, Sweetie Belle could see that it was Scootaloo. From the looks of things, she was exhausted. She was nearly out of breath, panting hard and and wiping sweat from her brows. At last, tired but trimuphant, she reached her destination.

"Where have you been Scootaloo? I was worried about you!" Sweetie Belle asked.

"You wouldn't believe it, but I've had an adventure and a half today." Scootaloo replied, in between pants "First the trip to the hardware store took longer than expected because of Fluttershy and her ducks. Then the store decided to rearrange everything, so it took me forever to find the nails and the paint cans. And to top it off, on the way back this heavy load not only slowed me down, but also made one of the wheels on my scooter pop off. I had to stop and put it back on, and that took a long time."

"My goodness, you've certainly been through a lot." Rarity exclaimed.

"Don't I know it." Scootaloo complained "Anyway, I'm here now. So hop in and let's get back to the clubhouse already!"

"Are you sure you can manage darling?" Rarity asked. Scootaloo seemed quite worn out, and although the journey from Carousel Boutique to Sweet Apple Acres wasn't that long, Rarity was concerned that it would be too much for Scootaloo.

"I'll be fine." Scootaloo said, brushing off Rarity's concerns.

"Maybe you should listen to my sister." Sweetie Belle suggested "I can drive the scooter, and you can ride in the wagon."

"Have you ever actually driven a scooter before?" Scootaloo asked.

"Well, no." Sweetie Belle admitted "But how hard could it be?"

Scootaloo facehoofed "Really hard. You would not believe how many times I wiped out when I was first learning to drive it. If you're not careful, you could cause an accident. Which is why, I think it's better for the both of us if you just leave the driving to me."

"But you're going to wear yourself out!" Sweetie Belle complained.

"I can manage just fine, thank you very much!" Scootaloo protested.

"Girls." Rarity said crossly, but Scootaloo and Sweetie Belle didn't hear her and went on arguing.

"Just let me drive, I'm sure I can get us back to Sweet Apple Acres." Sweetie Belle pleaded.

"But you don't know how to drive my scooter, and those nails and paint cans need to make it back in one piece!" Scootaloo argued.

"And you think your way is better?" Sweetie Belle complained "You'll pass out and leave us stranded in the middle of Ponyville!"

"No I won't, I'll stop to rest before that happens! I know my limits!" Scootaloo protested.

"Girls!" Rarity said crossly, this time she said it loudly enough for both Scootaloo and Sweetie Belle to hear her. "That's quite enough arguing out of the both of you. Both of you have a point."

"We do?" Scootaloo and Sweetie Belle asked.

Rarity nodded "Which is why, I've come up with a solution that should satisfy you both."

"What are you going to do?" Scootaloo asked.

"You'll see in a second." Rarity replied, and lit up her horn. The wagon was surrounded in a light blue glow, which faded after just a few seconds.

"What did you do to the wagon?" Scootaloo asked supiciously "You better not have tampered with it!"

"All I did was cast a spell to lighten your burden a little." Rarity explained "It's a spell I use quite often when dealing with heavy fabrics. It removes some of the weight, making the object lighter and easier to lift. Or in this case, it reduces the amount of drag your wagon will apply to your scooter. You should find it much easier to carry all of that stuff back to Sweet Apple Acres, without wearing yourself out."

"Really? You can do that?" Scootaloo asked "I thought that was the kind of egghead stuff that Twilight was so good at."

"Scootaloo, while I may not know as much about magic as Twilight does, that does not mean I don't know a few useful spells." Rarity told Scootaloo "In fact, I know a spell that can find gems burried beneath the ground. I've actually started teaching it to Twilight, and I must say she's proving to be a quick learner."

"Wow, that's actually pretty cool." Scootaloo said excitedly. Suddenly, she had a new found respect for Ponyville's number one fashionista. "Thank you so much Rarity. What do I owe you?"

"Oh don't be silly Scootaloo, this favor won't cost you anything." Rarity replied with a smile "But you had best be on your way now, Apple Bloom is undoubtly waiting for you to return."

"She's right, we'd better get going." Sweetie Belle said, hopping into the wagon and putting on a helmet. Rarity levitated the wood, and the new drapes into the wagon with her magic. "Goodbye Rarity, thanks for everything you did." Sweetie Belle called, as she and Scootaloo set off back to Sweet Apple Acres.

"You're welcome Sweetie Belle, just make sure to be careful." Rarity called back, and she waved until the wagon was out of sight.

Apple Bloom was waiting in front of the clubhouse when Scootaloo and Sweetie Belle returned. "About time you girls showed up. I was beginnin' to think you got lost or somethin'."

"It's my fault." Scootaloo admitted "I didn't think it would take so long just to pick up a few things."

"Don't blame yourself Scootaloo, you couldn't have known about the sheep or the rearranged hardware store." Sweetie Belle replied, as she hopped out of the wagon.

"Yeah, but it's my fault my scooter broke down and I nearly wore myself out. I really didn't think ahead on that part." Scootaloo sighed.

"Well, at least you're here now. Did ya bring the map?" Apple Bloom asked Scootaloo.

Scootaloo gasped "Oh man, I completely forgot about that! I'll get right on it!" And as soon as the supplies had been unloaded from the wagon, she took off again.

"So, did ya manage to get some new drapes and new boards for the floor and walls?" Apple Bloom asked Sweetie Belle.

"I sure did." Sweetie Belle replied "And I got a bit of a lecture on friendships from my sister."

"Well, I guess that's no surprise considerin' our sisters are friends now." Apple Bloom shrugged "Now come on, you're gonna help me get those drapes into place. And then you're gonna help me put in some of those new boards."

"But what about Scootaloo?" Sweetie Belle asked.

"I'll make sure I save some work for her whenever she gets back." Apple Bloom explained "If this is gonna be our clubhouse, we're all gonna have to pitch in at least a little bit."

"That makes sense, I guess." Sweetie Belle shrugged.

"You think I'm bein' bossy, don't ya?" Apple Bloom asked, as the two fillies made their way up the repaired ramp.

"Maybe a little bit." Sweetie Belle admitted.

"Well, I'm not tryin' to be." Apple Bloom replied honestly "But my family always believes that a little bit of hard work never hurt anypony. I wouldn't ask you two to help me if I felt the workload was too much for ya. I've already gotten a good deal of the clubhouse repaired as it is."

"I can see that." Sweetie Belle said to Apple Bloom, as she observed how much better the inside of the clubhouse looked compared to the last time she'd seen it. The loose floorboard had been nailed down and now you could no longer tell where it use to be. The floorboards that hadn't been too rotten had been repaired. The windows had already been replaced. And the dust and cobwebs had been completely eradicated. Still, the restoration was far from complete. There was still the task of replacing the drapes, replacing the wood that was too rotten to be of any use, and giving the walls and floors a fresh coat of paint.

"Are you ready to get to work?" Apple Bloom asked Sweetie Belle.

"I guess so." Sweetie Belle replied, somewhat certainly.

"Okay then, let's begin." Apple Bloom said with a smile.

"I sure hope Scootaloo doesn't run into anymore trouble while she's drawing that map." Sweetie Belle thought to herself, as she helped Apple Bloom carefully remove the old drapes.

It hadn't taken Scootaloo long at all to find the perfect spot to draw a map of Ponyville. It was a secluded hill on the outskirts of town, and from it Scootaloo had a perfect view of the town below her. Though she was by no means an outstanding artist, she still took her time and tried to draw as accurately as she possibly could. After all, if the map was going to be used for futue crusades, it had to look presentable.

Some buildings, such as Carousel Boutique and Golden Oaks Library, proved to be quite tricky for Scootaloo. While others, such as Sugarcube Corner and the clocktower were no trouble at all.

At last, the map was completed. Scootaloo smiled at how well put together it seemed. "I couldn't have drawn a better map if you'd paid me." she said to herself.

Just then, the clock struck the hour. Scootaloo looked at the clocktower in the distance, and gasped. It was already 5 o'clock. "Oh man, I didn't think it would take so long just draw a map." she said with great concern. "I'd better get going, my parents will be expecting me to be home soon. The last time I came home late, I was grounded for a whole week!"

Scootaloo quickly slipped the map into her saddle bag, and hopped onto her scooter. There was no time to waste! She needed to reach the clubhouse, and fast! She sped off down the road as fast as she could, not caring who or what got in her way.

"Excuse me! Pardon me! Coming through!" Scootaloo shouted, as she weaved her way around ponies that appeared in her path. Many of them were cross and complained, a few even shouted out some choice words.

Even Granny Smith complained, when Scootaloo zipped past her with only a simple "Sorry!". "In my days kids were taught to respect their elders!" she said crossly. But Scootaloo was too far away to hear.

Suddenly, Scootaloo eyes grew wide as she looked along the path ahead. There was an overturned cart laying in the middle of road, and there was no way around it. Unfortunately, Scootaloo was going too fast to stop in time. "Well, there's only one thing to do in a situation like this." she thought to herself. Time seemed to slow to a crawl, as Scootaloo raced right up the overturned cart and into the air. Using her wings as a booster, Scootaloo hovered off of the ground for a few seconds, before the wheels of her scooter hit the pavement. She breathed a sigh of relief, once she was certain she avoided what could've been a nasty accident.

But the journey wasn't over yet, as Scootaloo knew all too well. As she continued towards the clubhouse, fewer and fewer ponies appeared in her path. At last, she was on the home stretch, as she turned onto the dusty backwoods road that would take her to the clubhouse. Just before the clubhouse came into view, a low tree branch appeared in Scootaloo's path. Knowing that there was no way to duck under it, or go around it, Scootaloo timed her next move carefully. Waiting until just before her scooter approached the tree branch, Scootaloo leaped off of her scooter and into the air. Using her wings to propel herself, Scootaloo quickly hovered over the branch and positioned herself back onto her scooter. "It's times like this that make me glad I'm a pegasus." she thought to herself, and she skidded to a halt just seconds before she would've crashed into Apple Bloom.

"Wow Scootaloo, I never knew you could do all of that on your scooter!" Apple Bloom said with amazement.

"Hey, if I'm gonna become an awesome flyer like Rainbow Dash, I've got to stay active." Scootaloo replied "Who knows, maybe one of these days I'll even make it into The Wonderbolts."

"With acrobatics like that, I'd be surprised if you didn't join them at some point." Apple Bloom admitted.

"I was thinking the same thing." Scootaloo smiled "Even Rainbow Dash says she's never seen moves like that before."

"Well, I'm glad you're here." Apple Bloom replied "Because you're gonna help me with some of the remaining work on the clubhouse."

"Have you really fixed up all of that by yourself?" Scootaloo asked, as she obeserved how much had changed in the span of a few hours.

"Some of it yes, but I've had help from Sweetie Belle." Apple Bloom explained.

"Speaking of Sweetie Belle, where is she?" Scootaloo asked. Just then, she and Apple Bloom became aware of singing in the distance. It seemed to be coming from the bushes.

Sweetie Belle was singing a little tune to herself, as she was busy dusting off a bench. "We are The Cutie Mark Crusaders." she sang, humming the parts she had yet to think of lyrics for ".... stop the journey." she continued to sing to herself.

"See, I told you that sounded like her!" Scootaloo said to Apple Bloom.

"Looks like you were right after all." Apple Bloom replied "Guess I owe ya five bits."

"Ah, you can keep em. It was a silly bet anyway." Scootaloo shrugged.

"Oh, hello." Sweetie Belle said sheepishly, embarassed that her friends had overheard her singing. To her surprise, they seemed impressed. "How much of that did you hear?" she asked nervously.

"All of it. You sounded pretty good." Apple Bloom spoke up.

"You're quite the singer Sweetie Belle." Scootaloo complimented "That song sounds pretty good."

"Thanks, it's kind of a work in progress though." Sweetie Belle replied "I'm fairly good with singing, it's just the lyrics that take me a while to come up with, that's all."

"Well, I like the sound of it." Apple Bloom encouraged.

"I'll bet if you try hard enough, you could turn it into our theme song!" Scootaloo suggested.

"Theme song?" Sweetie Belle asked.

"Of course. If we're gonna be a club we've gotta have a theme song!" Scootaloo said with great enthusiasm "I'd love it if you could make it into a wicked rock ballad!"

"I'm not so good with rock, Rarity doesn't usually like me listening to that kind of music." Sweetie Belle admitted.

"Well, if it weren't for the fact that I'm still taking singing lessons I'd totally do the theme song the way I wanted it." Scootaloo explained "Alas, I'm much better at dancing."

"You should teach me how to dance sometime Scootaloo." Apple Bloom suggested "It seems like whenever I try to dance it's like I have three left hooves."

"Perhaps I will sometime. Don't tell Rainbow Dash, but part of the reason I'm such a good dancer is because my parents make me take ballet lessons. They say it makes you better at balancing." Scootaloo replied.

"Ballet sounds amazing. I tried to design my own tutu once, but it didn't turn out so well." Sweetie Belle admitted.

"Well, maybe someday I'll design one for you and me and we can join in on Scootaloo's lessons." Apple Bloom suggested.

"Ugh, I sure hope that doesn't lead to our cutie marks." Scootaloo groaned.

"Alright, that's enough talk for now." Apple Bloom said, breaking up the conversation "Scootaloo, you're gonna help me put in the remainin' floor and wall boards. And then Sweetie Belle, you're gonna help Scootaloo and I paint the clubhouse."

"We'd better make it quick." Scootaloo replied "My parents are expecting me home in half an hour, otherwise they'll kill me."

"Then let's stop talking, and get to work." Apple Bloom said seriously.

The next day, Applejack decided to stop by the old clubhouse and see what the CMC were up to. When she reached the clubhouse she was amazed "Well I'll be a donkey's uncle!" she exclaimed. The clubhouse looked better than it had looked in years. All of the wood had been replaced (or repaired) and repainted, the old windows and drapes had been replaced with new ones that matched the new paint job nicely. The ramp up the clubhouse seemed incredibly inviting, instead of run down. And there was not a single sign that this place had ever been so run down and neglected.

The Cutie Mark Crusaders were busy coming up with plans to earn their cutie marks, when they heard a familiar "Howdy there Cutie Mark Crusaders! You enjoyin' your new clubhouse?"

"Indeed we are. Thank you so much for lendin' it to us Applejack!" Apple Bloom said happily.

"I gotta tell ya, this place looks amazin'. Did you fillies do this all by yourselves?" Applejack asked.

"You betcha! Though it was mostly Apple Bloom's idea!" Scootaloo explained.

"She's the one who saw the potential in this place, and lead the effort to fix it up!" Sweetie Belle added.

"It was a team effort." Apple Bloom replied "We all pitched in and helped out. If I'd tried to take this on alone, I don't think I could've done it."

"My thoughts exactly." Scootaloo agreed.

"Same here." Sweetie Belle nodded.

"Sounds to me like you three learned a lesson about friendship." Applejack said with a smile.

"We did?" Scootaloo and Sweetie Belle asked.

"I think Applejack's right." Apple Bloom explained "We learned that, by workin' together and utilizing each other's strengths, we can do things that we couldn't accomplish individually."

"Couldn't have put it better myself." Applejack replied "And I know Twilight would be pleased to hear that. So, why don't you three head down to her place and tell her all about it?"

"You really think she'd be interested?" Sweetie Belle asked.

"Darn tootin' she would." Applejack said happily.

"Then what are we waiting for?" Scootaloo asked "Let's get going! Next stop, Golden Oaks Library!" And with that, the three fillies raced out of their new clubhouse and headed for Scootaloo's scooter.

Applejack just smiled "They remind me of myself when I was younger. I just know they're gonna have a lot of adventures together, cutie marks or no cutie marks."

Author's Note

And so, I am pleased to present to you all the second installment of my rewrite of various episodes of Friendship is Magic. This time around, I'm including a few more episodes from Seasons 1-3 that didn't quite make the cut. And a few less than stellar episodes from Season 4.

This is my first rewrite on the list. I rewrote it specifically because everyone can agree that the plot as it was in the original episode sucked. So rather than dropping the ball, I decided to shift the focus onto something that the episode ignored outside of the opening, the CMC restoring Applejack's old clubhouse.

Now, I still threw in hints at the CMC's talents. But this time I had them acknowledge their talents, rather than make them oblivious to them. And I threw in a few hardy "Take that!" moments to the original plot.

In case you're wondering, here is the list of episodes that will be rewritten. Remember, that they are my personal opinion.

Episodes to be rewritten:
~~The Show Stoppers~~
Owl's Well That Ends Well
Dragon Quest
Spike at Your Service
Just for Sidekicks
Games Ponies Play
Bats!
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me

S3 E12: Games Ponies Play (What If?)

Twilight, Spike, and their friends were traveling back home to Ponyville. It had been a long day, but in the end they had managed to accomplish what they had set out to do. The Crystal Empire had been chosen to host the Equestria Games, Twilight had learned an important technique for staying cool, and Rarity had learned a valueable lesson about what happens when you try to cut corners.

Despite this, there were still some details that Rarity and Spike weren't aware of. They had spent all their time in the crystal spa, tending to Princess Cadence. Twilight and the others had been busy greeting Ms. Harshwhinny, or at least somepony they had thought was her.

"Well, today was certainly a day for surprises." Twilight commented. She, Applejack, Rainbow Dash, Pinkie Pie, and Fluttershy, were quite worn out from running all over kingdom come.

"I'll say." Spike replied "It seems like no matter where we go, adventure always finds us."

"Adventure does seem to have a tendency to follow us around, not that I'm complaining or anything." Rainbow Dash agreed "I'm just glad everything worked out okay in the end."

"We were lucky Ms. Harshwhinny was so forgiving." Fluttershy added "For a moment there, I thought we'd completely blown it."

"Good thing that didn't happen. I don't think Princess Cadence would've been happy to hear we were to blame, for costin' the empire the games." Applejack nodded.

"For a moment there, when we got the wrong pony, I thought Twilight was gonna burn up with anger again." Pinkie Pie commented "Like she did when she tried to make sense of my 'Pinkie Sense'."

"You're never gonna let me forget that, are you?" Twilight asked Pinkie Pie.

"You have to admit, it's not everyday you see one of your friends turn into a flaming unicorn out of pure anger." Pinkie Pie replied "In any case, I'm glad you kept your cool. If you hadn't, we probably would've scared poor Ms. Peachbottom half to death."

"Who's Ms. Peachbottom?" Rarity asked.

"She's the pony we thought was Ms. Harshwhinny." Rainbow Dash explained "Turns out, she's a wild mustang from Mustangia. And if there's one thing she loves to do more than anything else, it's run!"

"Just what is it that happened to you girls while Spike and I were helping Cadence?" Rarity asked "From the looks of things, I missed out on quite the experience."

"Well, it's a long story." Pinkie Pie replied.

"I think we've got time for it." Rarity told Pinkie Pie "We're going to be on this train for quite some time."

"Well, you have a point there." Pinkie Pie agreed "Like I said before, it's a case of mistaken identity, hilarious shenanigans, an important lesson, and a whole lot more."

"So, just what was it that caused so much trouble?" Rarity asked "From what little I heard, Ms. Harshwhinny sounded quite upset."

"Twilight knows the story better than I do." Pinkie Pie admitted "After all, she and Rainbow Dash were the ones who learned something from it."

"Is that true?" Spike asked Twilight.

"It most certainly is, and it's a lesson I don't think Rainbow Dash or I will ever forget." Twilight explained. And with that, she began to tell her story.

The story began at the crystal spa. "Mercury" had just delivered the news that Ms. Harshwhinny would be arriving on the next train. Twilight had taken charge of the situation. "Rarity, how long will it be until you have Cadence ready to go?" she asked.

"Hmmmm... I'm sure I can find some shortcuts." Rarity replied, looking at the instruction sheet again "It might take a while, but I'll get it done."

"Can you have her ready to meet us back at the castle by the time Ms. Harshwhinny arrives?" Twilight asked.

"That's a bit of a stretch I'm afraid." Rarity confessed "Even with the shortcuts, I don't think Cadence will be ready until after Ms. Harshwhinny shows up."

"I'll stay with Rarity." Spike volunteered "I have a feeling she's gonna need the help of my extra thick scales and moral support."

"Obviously to keep us in the dark and avoid any chances of corruption." Rainbow Dash concluded "If nopony knows exactly what she looks like, nopony has the chance to bribe her or trick her."

"Unfortunately for us, it also means we won't know who to keep an eye out for at the train station." Applejack added nervously.

"So, what's the plan?" Fluttershy asked Twilight.

"It's quite simple." Twilight explained "We meet Ms. Harshwhinny at the station, bring her back to the castle with us, put on our big welcome committee how-do-you-do and we're golden."

"Couldn't be simpler." Applejack commented.

"Not quite. We need to remember that Ms. Harswhinny arriving early is probably part of a plan to psych us out." Rainbow Dash spoke up.

"What do you mean? I doubt that's her intention." Twilight replied crossly "It was probably just a miscommunication that resulted in us thinking she wouldn't be here for a few more hours. Happens all the time."

"This isn't like the government in Canterlot, Twilight." Rainbow Dash complained "You said it yourself. She's got a rep for trying to catch hosts off-guard, just to see if we can handle the kind of massive pressure that comes with hosting the Equestria Games."

"And you're saying it's wrong of her to be doing her job as Games Inspector?" Pinkie Pie asked.

"I'm not saying that all." Rainbow Dash replied, and quickly changed the subject "What's important is that we stay one step ahead of her the entire time. We can't fall for her mind games."

"Easier said than done." Fluttershy spoke up "Or did you forget Discord?"

"All the more reason why we need to be ready." Rainbow Dash explained " Anything she throws at us, we just need to remember she's testing us and roll with it. We've only got one shot at this, so we can't screw it up."

"Okay then, from here on out no screwin' up is allowed!" Applejack said seriously "Now relax Rainbow Dash, I'm pretty sure Twilight has everythin' under control."

"Thank you for that vote of confidence, Applejack." Twilight said kindly "Now, if we're all done giving ourselves a pep talk, let's get on with the inspection. The sooner we meet Ms. Harshwhinny, the sooner we can give her the routine we rehearsed, and the sooner we can relax."

Upon arriving at the train station, the girls spread out and searched the platform for anypony that matched the vague description they had been given. Fortunately, they only found one pony who matched it. The mare had a yellowish-green coat, a bright green mane and tail that looked like they had gone a few days without styling, red eyes, and a cutie mark depicting a chicken. This, combined with her rather plain light purple dress, certainly didn't give off a professional vibe. But the girls weren't willing to take any chances. There was only one way to know for sure if they had found the right mare.

"Excuse me, ma'am? Could we talk to you for a second?" Rainbow Dash asked.

"Who me? Why, yes, of course." the mare replied.

"Okay then, I just need to ask you this question really quick." Twilight explained "Are you Ms. Harshwhinny?"

Unfortunately for Twilight, the mare couldn't hear the question properly. For at that very moment, the train that had brought her here had blown its whistle. The noise was so loud that it covered up Twilight's question, and the mare misunderstood what was being asked. "Huh? Oh, yes I am. So kind of ya to notice." The mare replied.

Twilight and the others breathed a sigh of relief. They thought the mare had answered their question. "Well, I know you're not expecting us, but we're here to personally welcome you to the Crystal Empire." Twilight told the mare.

The mare was surprised at this statement, but she thought nothing of it. More than likely, this 'empire' greeted visitors in a different fashion from the rest of Equestria. "Well, darn tootin', ain't that just the cat's meow! Y'all didn't really need to do that. Why, I hardly expected anythin' like this." The mare exclaimed, barely able to contain her excitement.

"Princess Cadence insisted that we be part of the welcomin' committee. Let's just say, it was a honor we were more than happy to accept." Applejack said happily.

"Princess Cadance?" The mare asked. She couldn't believe her luck, the very princess of the empire was going out of her way to welcome her. She was liking this place more and more by the second.

"None other! And she'll be very happy to meet you." Twilight replied "She's a bit busy at the moment, but she insisted we meet you here and escort you to the castle."

"The castle? Are you kiddin'?! Hot-diggety-dawg!" The mare shouted "Ya'll sure know how to make a mare feel welcome round' these parts."

"Can we help you with your bags?" Fluttershy asked polietly.

"Don't mind if ya do!" The mare nodded "Careful though, they're kind of heavy."

Fluttershy quickly found out that the mare wasn't kidding. The bags were so heavy that Fluttershy found it hard to lift them off the ground, despite all the work she'd done to build up her wing power. "Ooh, I love flower print!" Fluttershy said happily, just before she almost clunked the mare on the head with one of the heavy bags "Sorry."

"That's alright. I've dropped one on my hooves a couple of times." The mare said kindly "Trust me, it's quite painful."

"I'm sure it is." Fluttershy said, as she continued to struggle with the bags.

"If you'll kindly follow us to the castle, we've got a big razzamatazzy welcome planned for you!" Twilight instructed, and she and the girls led the mare away.

"So far so good." Rainbow Dash whispered to Twilight.

"My thoughts exactly." Twilight replied "We just gotta roll with it until the Princess gets there and we'll be just fine."

"Easy peasy, pudding in the freezy!" Pinkie Pie commented.

But as Twilight and the others made their way to the crystal castle, the next train pulled into the station. And standing on the platform was an earth pony mare with a brown coat, a brownish yellow mane stylized to look nice and smooth, black eyes, and a purple business dress. The mare glanced around, and frowned. It seemed that no one had bothered to come and meet her at the train station. "The higher ups told me they sent word of my early arrival. Where's the welcoming committee?" she thought to herself.

Twilight and the others led the mare they thought was Ms. Harshwhinny to the outskirts of the crystal castle. The mare seemed rather impressed. "My golly, the crystal castle!" the mare gasped "Why, I've seen a few pictures of it, but I never expected to see it with my very own eyes! From the inside no less, this is certainly an honor!"

"I knew you'd think so." Twilight replied.

"Why does she call herself Ms. Harshwhinny? She's so nice." Fluttershy asked. The mare was too caught up in admiring the crystal castle to overhear.

"You're letting her lull you into a false sense of confidence." Rainbow Dash warned Fluttershy "She's acting nice to catch us off guard! It's all part of the game. We've got to stay alert. Remember what's at stake here!"

The mare followed Twilight and the others into the crystal castle. She was amazed by how breathtakingly gorgeous it looked. "This place is even better than I imagined." she said happily "I've never seen a castle like this before. I'm so excited!"

"I'm sure you are." Twilight replied with a smile "Now, if you'll kindly take a seat we can begin our performance."

"Do ya mind if I take a quick little run outside the castle first?" The mare asked nervously, suddenly she seemed a lot less excited. "It was an awfully long train ride here, and my legs could use a stretch."

"Oh, well... we were just about to start." Twilight told the mare "You can have a run after we've finished if that'll make you feel better."

"Oh! Never you mind." The mare said to Twilight, and sat down on one of the crystal benches "You go on ahead and do your thing. I'm listenin'."

"Just what was that all about?" Applejack whispered to Rainbow Dash. "It's like she suddenly wanted to be anywhere but here."

"She was probably testing us to see if we could remain in control of a complex situation." Rainbow Dash replied "Looks like we passed, but we've got to expect the unexpected if we're going stay ahead of her."

"Fair enough, I guess." Applejack shrugged. It just didn't make any sense for a games inspector to supposedly start freaking out, even if it was some kind of test.

"Don't worry, at this rate we've practically got it in the bag." Rainbow Dash said confidently, and exchanged a secret hoofshake with Fluttershy "Bump-"

"-cha!" Fluttershy replied.

"We'd like to thank you for this opportunity to introduce you to this wonderful kingdom!" Twilight said to the mare.

"Oh, why, the pleasure is all mine." The mare replied with a smile "Now, what is it ya'll wanted to show me?"

"It's a little something we've been working on at Princess Cadence's request." Pinkie Pie explained "You're gonna love it!"

"Oh, I don't doubt that one bit!" the mare said excitedly.

"Okay girls, are you all ready?" Twilight asked the others.

"Ready!" Applejack, Rainbow Dash, Pinkie Pie, and Fluttershy all replied at once.

"Good." Twilight smiled "1, 2, 3!" And with that, the five mares formed a pyramid and began to chant:

Two, four, six, eight!

Name a place that's really great!

One, two, three, four!

Keeps you coming back for more!

Two, seven, nine, three!

The place that we all wanna be!

Four, three, two, one!

The Crystal Empire, that's the one!

With a blast from Pinkie Pie's party cannon (and some impressive aerial acrobatics from Rainbow Dash) the five mares broke off the pyramid.

The mare was highly impressed and whistled in approval. "Oooh, yeah! That was amazin'!"

"Glad you think so." Twilight panted, as she and the others stopped to catch their breath.

"Ooh, I tell ya! I have traveled far and wide, but I have never, ever been welcomed anyplace in the fashion that y'all have done here today." The mare said happily "Ya'll are the best!"

"That's fantastic! Princess Cadance would be so glad to hear that!" Twilight replied happily.

"Honestly, I'm surprised she knows anythin' about me at all!" The mare said, sounding rather confused.

"Whatever do you mean? She's been looking forward to your visit for weeks." Twilight asked the mare.

"Really? The princess has been looking forward to seein' me?" The mare asked in replied.

"Of course she has. After all, you're Ms. Harshwinny, the inspector for the Equestria Games Committee." Twilight explained.

"Who's Ms. Harshwhinny? I ain't ever heard of her." The mare replied.

"Are ya trying to tell us you're not Ms. Harshwhinny?" Applejack asked, there was an akward pause for what seemed like several minutes.

"I suppose I am." The mare shrugged "My name's Ms. Peachbottom. I'm just an ordinary wild mustang from Mustangia here to enjoy a little vay-cay. I heard this place was a good tourist destination, so I thought I'd check it out. Sorry if I caused any trouble. I never intended to impersonate some important inspector pony."

"That's alright. It wasn't your fault." Fluttershy said kindly.

"So, if this mustang is with us, then where's the real Ms. Harshwhinny?" Pinkie Pie asked nervously.

"I don't know." Twilight replied "She could be anywhere."

"Well, this is just great." Rainbow Dash said sarcastically.

"What are we gonna do?" Fluttershy asked Twilight.

"I don't know." Twilight said seriously "But I'll tell you what we're NOT gonna do! We're not gonna start panicking and run around like crazy!"

"Big words coming from the mare who freaked out when Princess Celestia told her she had to take a test." Rainbow Dash replied.

"That was then, and this is now." Twilight explained, and demonstrated the deep breathing technique Princess Cadence had taught her earlier "It seems I'm not the only one who could benefit from this little trick."

"But Ms. Harshwhinny is out there, and we gave our welcome to the wrong pony." Applejack spoke up "How in Equestria are we suppose to fix of all this?"

Twilight thought for a moment, and no one said anything. Then, an idea came to her. "I'll bet Cadence will know what to do." she concluded "She's obviously been in these kinds of situations before if she has that deep breathing technique. If anyone can think of a way out of this mess, she can."

"Speaking of Cadence, where is she? I thought she was suppose to be here by now?" Applejack asked.

"That's... actually a good question." Twilight admitted "I'll go find out what's keeping her. In the meantime, the rest of you should stay with Ms. Peachbottom and make her feel as welcome as possible."

"But she's not the inspector." Rainbow Dash protested.

"All the more reason why we can't suddenly change how we've treated her." Twilight replied, and explained "We need to show Ms. Harshwhinny how welcoming the Crystal Empire can be. And what better way to show that, then with a tourist who's never been to this place before?"

"I guess that makes sense." Rainbow Dash admitted.

"So, is it alright if I take my little run outside now?" Ms. Peachbottom asked nervously.

"Whatever floats your boat." Fluttershy replied.

"And when you come back, why don't we give you a tour of this castle?" Rainbow Dash added "It's the least we can do for you."

"Ooh, a tour of the crystal castle... I'd love that a whole heap." Ms. Peachbottom said eagerly "I can't wait."

"Are you really sure that's such a good idea Rainbow Dash?" Applejack said, as Ms. Peachbottom took off "We don't really know our way around this place. And it's awfully big."

"The castle can't be that big. I'm sure we can manage." Rainbow Dash replied confidently.

"You girls focus on keeping Ms. Peachbottom happy, and I'll see what Cadence thinks we should do." Twilight instructed, and with that she left the crystal castle and headed for the spa. She hadn't gotten very far, when she noticed an earth pony mare with a brown coat, a brownish yellow mane stylized to look nice and smooth, black eyes, and a purple business dress.

Said mare was dragging her luggage along, and from the looks of things she seemed very cross.

"Hello there ma'am." Twilight greeted happily.

"Hello yourself." The mare replied. "First hello of the day–" she muttered, before a cart came along and accidentally splashed her when it passed over a puddle.

"Oh dear. Do you need any help?" Twilight offered.

"Well, I wouldn't mind having somepony lend me a hoof with my luggage. If that's not too much to ask." The mare said crossly.

"No sooner said than done ma'am." Twilight smiled, and used her magic to lift up the luggage.

"Thanks for the help." The mare replied "Now, if you'll excuse me I have important business to tend to." And with that, she set off to explore more of the empire.

Twilight could've sworn she saw what looked like flower print on the luggage. "Wait! Ma-am!" Twilight called out, but the mare was already gone. Twilight sighed "Might as well just head to the spa. I'm gonna need Cadence's help to find the inspector." she thought to herself, and she set off again.

A short time later, Twilight came trotting into the spa, humming lesiurely to herself.

Rarity was alarmed, and with a gasp raced over to meet Twilight before she could go far. "W-What are you doing here? What's going on?" she asked nervously.

"We finished the welcome committee song, but we've run into a slight problem." Twilight explained "I figured Princess Cadence would know what to do. Is she ready?"

"No, no! Princess Cadance isn't ready. Something's gone terribly wrong!" Rarity said frantically.

"But I need to speak to her, it's urgent!" Twilight demanded.

"You can't! You mustn't!" Rarity pleaded.

"She's right I'm afraid. Rarity messed up big time." Spike explained.

"Come on, how bad could it possibly be?" Twilight asked innocently.

"Imagine her mane turned into a porcupine." Rarity explained, using her magic to briefly style Twilight's mane to show what it that would look like.

"Ew. Sorry I asked." Twilight replied, as Rarity returned her mane to normal "But what am I suppose to do? I need Cadence's advice!"

"Why don't you ask Shining Armor?" Spike suggested "Don't you remember, Cadence said he'd be at the crystal stadium coaching the team. I'm sure he can help you out."

"Of course, why didn't I think of that before?!" Twilight gasped.

"Well, that was odd." Twilight said to herself, and headed for the crystal stadium. She was looking forward to seeing Shining Armor again, it had been a long time since they'd just been able to meet up and chat.

The crystal stadium wasn't as impressive to look at as the castle or the spa, but compared to most sports stadiums in Equestria, it looked splendid. Clearly, no expense had been spared to give the Crystal Empire a stadium worthy of its namesake.

It only took Twilight a few seconds to find Shining Armor. He was wearing a red sports cap, and had a whistle hanging around his neck. Occassionally, he would use his magic to bring up a clipboard and make notes of something. All the while, various crystal ponies were either running around the track, lifting weights, or participating in one of many different physical activities.

"Twily!" Shining Armor exclaimed happily, and raced over to see his little sister "Long time no see."

"I know, it feels like it's been forever since we've seen each other." Twilight replied.

"Tell me about. It certainly gets lonely when it's just Cadence and I around here." Shining Armor said seriously "If there wasn't still a lot of damage to repair, and mental wounds to heal, I'd come to visit you in a heartbeat."

"I've missed you so much B.B.B.F.F." Twilight said to Shining Armor "Unfortunately, I didn't come here just to talk to you."

"I figured you probably needed my help with something." Shining Armor replied "What's going on? Is everything okay with the inspector?"

"That's what I wanted to talk to you about." Twilight sighed "I'm not sure, but somehow my friends and I ended up giving our welcome routine to the wrong pony. Ms. Harshwhinny is out there, and we don't know where she is."

"Who did you give the routine to?" Shining Armor asked.

"A mare named Ms. Peachbottom. She says she's a wild mustang from Mustangia." Twilight explained.

"Just a second." Shining Armor told Twilight, and he began barking out orders to the crystal athletes "Come on, gang! Are we gonna gallop, or are we gonna trot?!" Then he turned back to Twilight and said "Well, I'm busy coaching our team for the Equestria Games. But I'm pretty sure I can find time to lend a hoof with your search. Do you know what she looks like?"

"Actually, I do." Twilight replied "I think I actually bumped into her just outside the crystal castle. Unfortunately, she took off before I knew for certain it was her."

Shining Armor shouted more orders to the athletes "Let's move, move, move!" he told them, before turning his attention back to Twilight again "Everything's gonna be okay."

"I know, for once I'm not worried. At least, not too much." Twilight said calmly.

"Cadence taught you that deep breathing technique, didn't she?" Shining Armor asked. Twilight nodded, and Shining Armor smiled "Well, believe it or not, but I'm the one who taught it to her."

Twilight was surprised "What? Really?"

"Yes indeed." Shining Armor answered "Being Captain of the Royal Guard can be quite a stressful job. As time went on, I had to learn how to keep my cool so I didn't accidentally blow up in front of the wrong pony. That deep breathing technique was something I picked up from a self help magazine, and it's never let me down. When Cadence found out, she insisted that I teach it to her as well. Which I was more than happy to do."

"That's incredible. I never would've believed it if I didn't hear it myself." Twilight replied.

"If Cadence asks, you didn't hear it from me." Shining Armor said with a wink "Speaking of Cadence, where is she? Shouldn't she be assisting in the welcome?"

"Apparently, today is a day for things to go wrong." Twilight said glumly "Rarity messed up Cadence's mane while working on a new style, and had to start from scratch. She's probably still being worked on as we speak."

"I see." Shining Armor replied, letting the news sink in slowly. For a moment he seemed rather upset, and looked like he was about to freak out. But then he took a deep breath, and slowly let it out. By the time he had finished, he seemed a lot more relaxed. "Well, just give me a minute to make sure everything's in order here, and then we can search the empire for Ms. Harshwhinny together."

"Sounds good to me." Twilight said reluctantly.

Just then, a familiar voice cried out "I'm outside! Feels so good to stretch the old legs!" In the blink of an eye, Ms. Peachbottom appeared.

Shining Armor was surprised, he hadn't been expecting this. "Uh, what the–" he began.

"Turns out the crystal castle doesn't have a gymnasium after all." Rainbow Dash said nervously.

"Watch out!" Shining Armor shouted, just before Ms. Peachbottom crashed through one of the hurdles on the track.

"Woo-hoo!" Ms. Peachbottom shouted happily, she was having the time of her life.

"Make her stop!" Shining Armor said to Rainbow Dash "If this keeps up she could hurt somepony, including herself!"

"So she's a bit on the clumsy side. I hardly think that makes her a danger to anyone." Rainbow Dash replied "If it's what makes her happy, who am I to complain?"

But no sooner had Rainbow Dash said those words, when there was another crash, followed by what sounded like skidding. Ms. Peachbottom had been so caught up in running that she'd forgotten to pay attention to her surroundings. She now had a vase stuck to her forehead, and she was starting to freak out. "Oh! Oh, get me outside for a run!" she shouted, the vase muffling her voice. A second later, there was another crash.

Shining Armor glared angrily at Rainbow Dash. "Yeah, okay, now she needs to be stopped." Rainbow Dash said, and took off to try and catch Ms. Peachbottom before she could do anymore damage.

By the time Rainbow Dash got close, Ms. Peachbottom was frantic. She was yelping something, but the vase prevented anypony else from hearing what she was trying to say.

"Where's she's going in such a hurry?" Fluttershy asked anxiously "It's like she's seen a ghost or something."

"She doesn't seem to like enclosed spaces." Twilight observed "To her, that vase on her head is like a cage. She can't escape, and it's driving her crazy."

Meanwhile, Rainbow Dash was closing in on Ms. Peachbottom. "I think we got her." she said at last, as she grabbed the vase. Unfortunately, the vase proved to be difficult to lift. So difficult in fact, that when Rainbow Dash finally managed to yank it off, the force flung her through the air. "Yaaaaaaah!" she screamed.

A few seconds later, she hit the roof of the crystal spa with a thud. The glass gave off an audiable squeak, as Rainbow Dash slowly slid down to the ground. "Ow. It's times like this that make me glad I'm a pegasus." she said out loud, feeling quite sorry for herself.

Rarity thought she heard a noise, but she quickly shrugged it off and went back to what she had previosuly been doing.

Ms. Peachbottom, for her part, was relieved and very glad to have the vase removed. "Hoo-eee! Oh, that felt good! Nothin' like a great run to shake the cobwebs off these old bones." she said eagerly.

Rainbow Dash said nothing, she was still recovering from her unexpected flight across the empire.

"Hey there, speedy. Thanks for the help." Ms. Peachbottom said kindly "I tell ya these wide open spaces y'all got here remind me of home."

"Oh! So you're enjoying your visit? Well, I'm so glad for you!" Rainbow Dash said in between pants.

"Just what was that all about?" Twilight asked Rainbow Dash.

"What do you mean 'what was that all about?'?" Rainbow Dash replied "You saw what happened just a few minutes ago."

"I'm talking about before that." Twilight said crossly "What was all this about a gymanisum?"

"Well, Ms. Peachbottom kept insisting she needed a place to stretch her legs." Rainbow Dash explained "We were trying to see if we could find the castle gymnasium. How were we suppose to know there wasn't one?"

"And it gets worse." Applejack added somberly "You're not gonna like this Twilight, but each of us took turns splittin' off to go look for Ms. Harshwhinny. We've been over almost the whole empire, and we found nothin'."

"What?!" Twilight gasped, and began to hyper ventilate "Tell me that isn't true!"

No one said anything. Pinkie Pie, Rainbow Dash, Applejack, and Fluttershy, all exchanged nervous looks.

"This can't be!" Twilight shouted "She has to be here somewhere!"

"But we've searched everywhere." Fluttershy replied "There's practically nowhere left to check."

"Well, except for the spa, but there's no point in checking there. Because if she was there, it'd be game over, right?" Pinkie Pie spoke up.

Just second after those words had left Pinkie Pie's mouth, the realization dawned on Twilight. "The Spa!" she exclaimed with horror "No one checked there, right?"

Pinkie Pie, Rainbow Dash, Applejack, and Fluttershy all shook their heads in reply.

"Then that's where we need to go!" Twilight instructed "We've got to hurry, if we're lucky we might be able to catch Ms. Harshwhinny before it's too late!"

A short time later, an exhausted Twilight, Rainbow Dash, Applejack, Pinkie Pie, and Fluttershy, arrived at the crystal spa. Upon walking in, they saw what they feared the most. Both Ms. Harshwhinny, and Princess Cadence, were in the spa. But then Rainbow Dash noticed something.

"Oh, there she is!" Rainbow Dash said with great relief "We're in luck! I don't think either of them knows yet that the other one's here!"

"Princess Cadance? So, this is where you've been all this time!" an unfamiliar voice said crossly "I was wondering why nopony was there to welcome me!"

"What is going on? I want answers." Princess Cadence said crossly.

"I'd like to know that too." Spike insisted "Just what have you five been up?"

Rainbow Dash sighed "It's a long story your majesty."

"Well, I want to hear it." Princess Cadence said seriously.

Rainbow Dash sighed, and explained "It all began when I told the girls that we needed to be ready for anything that the inspector might throw at us."

"And, that's the end of it. You were there to see what happened next." Twilight said, as she finished up her story.

"So that's where that noise came from when I was working on Cadence's mane." Rarity realized "I had a feeling it sounded familiar."

"I'm just glad that spa roof is so sturdy." Rainbow Dash replied, rubbing her wings with a hoof "I'm probably gonna be sore for a couple of days after an impact like that."

"You didn't break anything, did you?" Spike asked.

"Of course not, it'll take a lot more than that to stop me." Rainbow Dash repiled confidently "I just hope I never have to go through that experience again. I like flying and everything, but getting thrown halfway across an entire kingdom is an experience I can live without."

"Well, if there's one thing I've learned from this experience, it's that whenever things go wrong, it's always best to stay calm and not panic." Twilight spoke up "When you panic, you're much more likely to make a mistake. If I'd overreacted the way I normally did, this whole situation could've ended a lot differently."

"So, does this mean you'll stop freaking out everytime Princess Celestia gives you an important assignment?" Spike asked Twilight teasingly, he already knew the answer.

"Maybe." Twilight replied. Everyone laughed. They knew that, while Twilight probably wouldn't freak out as often, she'd never completely stop doing so. Old habits died hard.

"I hope the pets are doing okay." Fluttershy spoke up, as Ponyville came into view in the distance.

"Well, as long as the Cutie Mark Crusaders are staying calm, I'm sure they're doing fine." Twilight said confidently "And even if they aren't, with Cheerilee checking up on them every so often, everything should be alright."

"It's really too bad we had to leave them behind. I'm sure Sweetie Belle would've loved to see The Crystal Empire." Rarity said honestly.

"They'll get a chance to see the empire in all its glory soon enough." Rainbow Dash replied "There's no way we're gonna let them miss out on the games!"

"I just hope Discord doesn't try to crash em' because he wasn't invited." Applejack said nervously "We tried to send him an invitation, but it's kind of hard to send him a letter when he's travelin' all around."

"I'm sure that whenever he's ready to come back and be with his friends again, he'll let us know." Pinkie Pie replied "Something tells me he's going to have something big planned for us. Probably the biggest welcome back party ever."

Author's Note

And with this chapter, all of the pre-Alicorn Twilight rewrites have been completed. Now it's on to Season 4, just five chapters left to go.

I already talked about the problems facing "Games Ponies Play" in the previous chapter, and if I repeated myself here it would seem rather redundant.

That being said, with this being a rewrite of the core story of the original episode, I did fix the most glaring problem plaguing it. Even I know I couldn't stretch the suspension of disbelief for as long as the episode did in regards to why Twilight and the others never asked the obvious question.

I also decided to add more of a background to the deep breathing technique that Princess Cadence used in this episode (as well as my previous rewrite). Considering that Season 4 gave Cadence at least 2 episodes without Shining Armor by her side, I figured now was as good a time as any to try and give Shining Armor some more character.

This rewrite is dedicated in memory of Sean Rey, the same brony who the previous rewrite was dedicated in honor of. If you want to know more about what happened, check out this blog post.

Episodes to be rewritten:
~~The Show Stoppers~~
~~Owl's Well That Ends Well~~
~~Dragon Quest~~
~~Spike at Your Service~~
~~Just for Sidekicks~~
~~Games Ponies Play~~
Bats!
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me