Fall Weather Fiends

by Bookpony579

Rating: teen
Tags: Adventure, Equestria Girls, Applejack, Dark, Alternate Universe, Mystery, Rainbow Dash
Length: 6494

The annual Running of the Leaves takes a turn when runners start going missing.

Applejack and Rainbow Dash are both athletic....and very competitive to boot. Deciding to see who the ultimate athlete is in the annual Running of the Leaves, they are unprepared when they realize several other runners have gone missing without a trace.

When one of their own friends is kidnapped, these two will have to put aside their competitive natures and get to the bottom of things before it's too late.

Published 2018-07-15 20:10:01 UTC
Last updated 2018-07-19 21:04:00 UTC

Chapter 1

On this beautiful fall day, we find our heroines at the Canterlot High School athletic field watching two of their friends compete against each other...

...for the fifth time this month.

The field was set up with various sorts of athletic contests such as horseshoe tossing, barrels weaving, a portable long jump set and so on.

Nearby, we find none other than Rainbow Dash and Applejack, two of CHS's most athletic students, stretching and doing warm ups to prepare. The air was so tense between them, you could cut it with one of those plastic knives they give you at those fast food places.

Meanwhile, on the bleachers, the rest of their friends looked on in....well significantly less anticipation than the two who are actually competing. Rarity was taking the time to touch up on her manicure, Fluttershy was busy rubbing Spike's belly, Sunset was listening to a song with her earbuds, and Twilight was, as usual, reading a book. Only Pinkie Pie, the referee and scorekeeper, seemed genuinely excited to watch her friends compete against each other.

"Oh my stars! This is so exciting! Aren't you guys excited? I'm excited! Weeee!" Pinkie cheered as she did a cartwheel.

"I suppose it would be more exciting if they didn't do something like this all the time." Rarity said, examining her nails.

"First, it was seeing who could carry the most books, then who could eat their lunch the fastest, then it was who go without throwing up the longest after eating them so fast." Twilight listed, not even looking up from her book.

Fluttershy sighed. "Sometimes I wish they could just go one day without competing against each other at something." Her eyes widened. "Not that I don't want them to be at their best of course."

"It's just all these contests can get a little....predictable." Sunset stated. "It usually ends in a tie or one of them wins one while the other wins the next."

"Hey!" Rainbow called from the field. "Are we just gonna sit around chatting? Or are we gonna watch me beat Applejack?"

AJ scoffed. "Now don't count yer chickens before they hatch. I'm feelin' pretty good today!"

"Oh yeah?" Rainbow smirked and narrowed her eyes. "Then get ready to bring it on!"

"Gladly!" AJ smirked back.

"Alrighty then!" Pinkie popped up between them. "Since we're all ready, let's get this started!" She then reached into her hair, pulled out an air-horn, and pressed it, causing everyone (except herself) to cover their ears.

"Pinkie!" Sunset scolded, still covering her ears.

"What?" Pinkie asked innocently.

The first event was track. Both competitors stood at the starting line.

"Get ready to eat my dust!" Rainbow said.

"Don't get cocky now. I've been herding cattle with Winona for a while now. I'd say I've got speed built up." AJ bragged.

"On your marks!" Pinkie called.

AJ and Rainbow tensed.

"Get set!"

Their eyes narrowed, focusing on the prize.

Pinkie then blew the air-horn again. "GO!"

"Pinkie!" Sunset cried out, covering her ears again.

"What?" Pinkie asked again, still unaware.

Rainbow and AJ took off at lightning speed. Quickly and swiftly, they jumped over the various hurdles on the track.

"Feeling tired yet AJ?" Rainbow asked when she noticed sweat on her friends' forehead.

"Oh please! I got enough steam to light a house!"

"That's nice." Rainbow smirked. "Too bad I've got enough to light a city!"

With that, Rainbow kicked it into high gear and zoomed off, leaving a Rainbow just behind her.

AJ just blinked a minute, shocked, before pushing herself faster.

Unfortunately, by the time she reached the finish line, she was all out of breath and Rainbow was already there, leaning smugly against a tree.

"Sorry AJ. But I'm a lean mean, running machine!"

AJ just collapsed on the ground, glaring at her.

A few more events passed, before Rainbow and AJ found themselves in front of a carnival high striker game.

"Okay ladies!" Pinkie spoke up. "I found this in my party supply closet. The one who hits it the highest wins. Now let's go!" She blew the air-horn again.

"PINKIE PIE!" Sunset shouted, covering her ears.

"What?"

Rainbow went first, taking the mallett, eying the target for precision, before finally striking as hard as she could. Up the ball went, all the way to...

"Ogre!" Pinkie cheered.

Rainbow smirked before handing the mallet to AJ, "Hah! Try beating that!"

AJ smirked right back. "Oh I won't have to try sugarcube..."

AJ got into position, lifted the mallet high in the air before bring it down.

The ball flew up the board and, instead of just hitting the bell, knocked it out into the sky.

Rainbow's jaw dropped to the ground as she looked up.

AJ dropped the mallet and smirked again. "You may be fast, but I'm as strong as an ox!"

Rainbow just glared at her.

More events passed, and in no time the final event arrived, much to the other's relief.

"Alright girls!" Pinkie shouted. "Final round is a simple set of pull ups! The won who does the most without falling off wins. Now, since Ms. Shimmer over there hid my air horn..."She shot a look at Sunset, who looked away whistling, before returning her attention to the competitors. "I'll signal myself. Are you ready?" The two teens nodded from below the bars. "Get set.....BEEEEEEEEP!" She said, trying to imitate the sound of her missing air horn.

Immediately, both girls jumped up and started doing pull ups as fast as they could while Pinkie kept count.

"...thirty seven....thirty eight....thirty nine!"

Rainbow and AJ kept going, despite the growing soreness in their arms.

"You...can quit...anytime...you like..."Rainbow wheezed.

"Not....a chance.....but....you can..."AJ huffed.

Both girls continued, despite the sweat and apparent exhaustion they were going through.

"Ninty eight...ninety nine!"

As both girls tried pulling themselves up, they found their strength slipping away from them and fell back to the earth.

"My goodness!" Rarity looked up from her finished nails and gasped. "Are you girls alright!?" She asked as everyone rushed over.

Both of them lay flat on the ground, gasping for air.

"Did...did I...win?" Rainbow gasped.

Pinkie took a quick look at the scoreboard she had set up. "It's a tie!"

"WHAT!?" Rainbow and AJ were suddenly on their feet.

"Yup! A perfect tie!" Pinkie revealed the numbers, and indeed they were equal on both sides.

"Oh come on!" Rainbow groaned.

"Well I woulds won if you hadn't cheated!" AJ shouted.

"What!?"

"You used yer super speed on some of the events! You wouldn't be allowed to do that in a real contest!"

"Oh yeah? Well what about you and your super strength!? I'm pretty sure that's not allowed either!" Rainbow and AJ were glaring daggers at each other now.

"Girls! It's alright! It's doesen't matter!" Twilight tried to stop them, to no avail.

"If you want a real contest, how about the running of the leaves marathon?" Sunset suggested. "You both are eligible for the teen devision, right?"

The running of the leaves was an annual tradition in Canterlot. In the old days, it was believed the vibration from all the runners would help shake all the leaves off the trees in preparation for winter. Nowadays though, it was just a fun event for everyone.

"Oh, we can do that. That is, if Rainbow's not chicken?" AJ raised an eyebrow at her.

"Oh it's on!" Rainbow declared.

"You do realize you'll have to wear speed-hampering bracelets right? That means no super speed." AJ informed her.

Rainbow just rolled her eyes. "Oh please. I was fast even before it was my superpower!"

"Then it's a deal? No cheating?"

"Deal."

With that, cowgirl and tomboy spit into their hands and shook, sealing the deal much to Rarity's disgust.

"Oh brother..."Twilight rolled her eyes, only imagining what her friends would do.

The sound of an air-horn filled the air.

"I found my air horn!" Pinkie shouted above the noise.

"OH COME ON!!" Sunset shouted, covering her ears yet again.

Chapter 2

Saturday arrived with all the fresh, cool air and bright skies of a perfect fall day.

Overall, it was an excellent day to have a race.

Near the beginning of the forest, we find a crowd of people waiting for the race to begin. Vendors had set up shop and were selling souvenirs and snack, while workers finished the decorations and basic set up. Runners of all shapes and sizes are geared up in running clothes and registered numbers, waiting for their race to be called. Since the teen division was first up, there were several of them already at the starting line, stretching and warming up for the long run ahead.

"Pinkie?" Twilight asked the girl in the hot air balloon speaking into the microphone. "Why are you describing what's going on around us?"

"Oh, hey Twilight!" The pink girl smiled at her friend. "You'll never believe it! I'm the announcer for the competition. I'll be your eye in the sky, telling everybody how the race is going even hen they can't see it!"

"Really?" Twilight asked.

"Who let that happen?" Spike asked, earning a glare from Twilight.

"The previous announcer lost their voice last night, so when I heard they needed a new one I volunteered!"

(Flashback)

"Pinkie, I just don't know..."The mayor replied to the pleading girl.

Pinkie's eyes widened and she got down on her knees. "Please, please, please, please, please, please, please, please, please, please, please, please, please, please, please, please, please, please, please, please, please, please, please, please, please, please, please, please, please, please?"

The Mayor covered her ears, finally having enough. "Oh alright! You can be the new announcer!"

"Yahoo!" Pinkie jumped up and hugged the woman, smiling.

"Well...then. Congratulations!"

Meanwhile, AJ was at the starting line, stretching to prepare herself for the race.

"Move aside! Future winner coming through!" Rainbow called out, strutting to her place next to AJ.

"We'll see about that." AJ grumbled as Rainbow began her own stretches. "Did you at least get the inhibitors?"

Rainbow glared and stuck out her ankle, revealing a sleek, black enchanted anklet. These and similar inhibitors were typically used by other creatures, such as vampires, to inhibit their own exceptional speed or strength and put them on the same level as their normie or nonsuperpowered opponents.

"Give me a break, alright? I already have to wear it during games." Rainbow said.

"Just makin sure. 'Least now we know we're racin' fair and square."

Then, to their shock, they noticed Twilight Sparkle in her own running gear and number taking a place next to AJ.

"Uh...Twilight? What are you doing here?" Rainbow asked in confusion.

"You know this spot is for the racers, right?" AJ explained.

"I know." Twilight nodded. "That's because I'm running too."

AJ and Rainbow just looked at her for a minute, stunned, before bursting out into laughter.

"G-good one Twi!" Rainbow laughed.

"I'm not joking!" Twilight fumed, stomping her foot.

"Yeah right! You're not an athlete, you're and egghead!"

"I am not an egghead! I am well read!"

"Have you actually ever run a race?" AJ snickered.

"Well....no." Twilight admitted. "But I know a lot about running?"

"From where?" Rainbow asked.

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

This sent the two girls into further hysterics, much to the annoyance of their friend.

"Laugh all you want you two. But I thought it would be fun to try something new."

"Well, I think that's just dandy, Twilight. Good luck." AJ was unable to keep a laugh down.

Rainbow snickered. "Yeah. See you at the finish line... Tomorrow."

"All right everyone!" Pinkie announced. "To the starting line! Is everybody ready?!"

The competitors got into starting positions.

"Get set..."

Rainbow and AJ narrowed their eyes in anticipation.

The Mayor rang the bell.

"Go!Go!Go!" Pinkie cheered as the balloon pilot got them off the ground an into the air as the racers took off.

"Whooohooo!" Applebloom cheered from the sidelines with her family. "Go Applejack!"

"Go Rainbow! Go Rainbow!" Windy Whistles and Bow Hothoof cheered loudly, decked out in rainbow makeup and holding a sign and waving a giant foam finger.

"That's my baby! That's my baby girl!" Twilight Velvet shouted, holding Spike and pointing at Twilight.

Unknown to everyone, a lone figure hidden in the trees was watching the racers too, giggling as they entered the woods.

"Welcome to the official coverage of the Running of the Leaves! You know, despite its name, the leaves don't do any of the actual running. No, that's left to my little runners." Pinkie said, much to the audience's confusion.

"Oh dear..."The Mayor mumbled, face palming.

"Let's check in with our two competitive runners, Applejack and Rainbow Dash." Pinkie looked down to see the two girls neck and neck. "Having come fast out of the gate, Applejack and Rainbow Dash are evenly matched running neck and neck. But what's this?" AJ began to move ahead of Rainbow. "Applejack is making a move, she's now ahead by a nose. But Rainbow Dash won't let Applejack have it and takes the lead." Rainbow glared, and pushed her body forward. "She's ahead by half a nose. Or maybe three quarters of a nose. No, about sixty-three point seven percent of a nose... roughly speaking."

AJ quickly caught up with her "Not so easy without super speed is it?" she asked.

Rainbow grunted. "Come on, Rainbow. Show 'em a little dash."

With that, the two racers continued to try getting ahead of the other.

Meanwhile...

A while behind the two elements was a lone racer. She steadied her breathing as she raced forward.

That is...until she heard a branch snap.

"Huh?" She stopped and looked around. "Hello? Is anyone there?"

Laughter echoed all around her, and she caught a glimpse of....something moving through the trees.

"P-please don't hurt me..."She stuttered and tried to run away....only to find a figure in the middle of the path ahead of her.

Completely covered in shadow, the young runner could only make out a humanoid form.

"W-who are you?" She asked nervously.

The figure chuckled and raised it's hand, as though summoning something, "Oh, just someone who needs you my dear. I do so love the youth of today."

The racer slowly back away, only to bump into something, causing her to turn around.

The girl's eyes widened at what she saw, and she screamed.

Chapter 3

Back at the race, AJ and Rainbow were neck and neck...

....right up until Applejack tripped, that is.

"Woah!" AJ gasped as she fell face-first into the ground, allowing Rainbow to gain a sizable lead.

AJ regained her bearings as the other racers passed her by.

"I don't believe it!" She cried out.

"I know, it's beautiful, isn't it?" Twilight lightly jogged up to her, admiring the scenery.

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

"Applejack! That;s an awful thing to say! And if you slowed down and looked where you're going, like me, you'd see that you tripped over a rock." She pointed to the area where AJ tripped, revealing a sizable rock sticking up from the ground.

"What?" AJ blinked in disbelief. "Oh, hayseed! Now I got a lot of ground to make up to catch Rainbow!" With that, she rushed off.

"Just be careful!" Twilight called out as she jogged, unaware of the figure watching her.

The race continued, and through hard effort, AJ managed to regain her place.

"I don't believe it!" Pinkie exclaimed. "After a huge setback, Applejack is back at the front of the pack! But can she keep it?"

She looked back to the other racers. "Let's check on the others...huh?" She rubbed her head in confusion, noticing some of the racers were gone. "Looks like we have about two or three racers who lost their way. Or at least are really slow runners. Don't worry though, we have expert trackers who will find them in no time! Now let's get back to the front runners. AJ's at the front of the pack! She's the head of the pack, all right. The pick of the litter! The cat's pajamas! Oh wait, why would Applejack take some poor kitty's PJs? That's not very sporting of her."

"Not so fast, Applejack! This race isn't over yet!" Rainbow called out.

"It is for you. Heh." AJ chuckled.

"Woah!" Rainbow soon found herself face first in the dirt, and just as quickly was passed by the other racers.

"Guh, I don't believe it, Applejack tripped me!" Rainbow stormed.

"Don't you people ever look where you're going?" Twilight jogged up to her."You tripped on a stump. See?" She pointed to where Rainbow fell, revealing a small stump.

"Oh, I see. A big cheater is what I see."

"Rainbow, Applejack would never cheat. It was just an accident." Twilight argued.

"Sure it was." She then noticed her friend's glare. "I mean, yeah, I'm sure it was!"

Twilight rolled her eyes. "Anyway, did you hear what Pinkie just said about the missing racers?"

"Don't worry about it." Rainbow waved it off. "This happens every year. One or two people miss the path markers, or they try to find a shortcut and get lost. They always find them so it's no big deal."

"I know." Twilight shifted uncomfortably. "It's just-"

"Can we cut the chit-chat? I've got a race to win."

Twilight just sighed. "Alright, Rainbow, but remember, this is just a game."

Rainbow ran off. "Yes, but the rules have changed, and two can play at that game."

Twilight just sighed again and kept jogging, unaware of the glowing eyes following her movements.

Out in the forest, another lone racer was trying to find her way.

"Now where was..?" She kept going, trying to find the path but came up with nothing. "Ugh!" She groaned. "I must've missed the path markers a while back."

She tried retracing her steps when a voice called out.

"Are you lost sweetie?"

The teen turned to find a shadowy figure lurking in the trees.

"Oh, uh, yeah. I must have missed the marker. If you could tell me where they are..."The teen didn't know why, but the figure made her very uncomfortable.

The figure chuckled "Oh don't worry, I'll help you find your way...eventually."

The runner raised an eyebrow. "What do you mean?"

"I just need you to come with me for a while."

The teen put her hands on her hips and gave her a flat look. "Look, no offense, but your a creepy person walking around the the woods. Give me one good reason I should go with you."

The figure chuckled again, this time more cruelly. "Oh...maybe because of him?" She pointed at something behind the runner.

The teen turned, and her eyes widened with fear at what she saw.

She gulped as the creature approached.

Rainbow and AJ were once again neck and neck.

"As the racers enter Equestria's Whitetail Wood, it looks close between the two frontrunners!"

It was then that Rainbow saw a low hanging branch, and got an idea.

Racing ahead of AJ, she pulled back the branch, waited a second, a let go.

*SMACK!"

The branch hit AJ in the forehead, knocking her down as Rainbow took the lead.

"Hah!Hah!"

AJ growled. "Why that little cheater! She did that on purpose!"

She continued running, quickly catching up. Then she noticed a beehive in one of the trees.

She raced ahead and with a hard punch, knocked the hive out of the tree while she ran ahead.

Rainbow quickly noticed the swarm of angry bees, and raced forward in fear.

"AAAAHHHHH!"

This gave AJ a good chuckle.....that was until she noticed that Rainbow was quickly catching up and the bees appeared to be after her too.

"Aww...hayseed!"

Rainbow and AJ both ran as fast as they could from the bees, now both being fueled by fear and adrenaline.

Finally, they noticed a forked path with some very thick bushes and dove right in.

The bees swarmed in place for a second, making a '?!' sign before moving on.

As the other racers passed, Rainbow and AJ took a quick breather....before noticing who they were hiding with and glared at each other.

"Hey! You cheated!" Rainbow accused.

"You cheated first! What with hitting me with a branch!?"

"You sent a bunch of bees after me!"

The two growled at each other, not noticing Twilight jogging down the path.

"This really is a nice place for a walk." Twilight noted, admiring how the sunlight tilted against the rich red and burning orange leaves. "We should come out here for a picnic sometime, or at least a walk."

"I'm glad you like it my dear."

Twilight turned and found a woman standing back a way. She wore a long black cloak with a hood that covered most of her face. Twilight could tell the woman was old because of the way she was hunched over and the old, wrinkly, and long fingernailed hands holding her cane in place.

"Oh! Uh...can I help you?" Twilight asked, her gut telling her that something was wrong.

The woman chuckled. "Why actually, yes you can. You se..." She stepped towards Twilight. "I need something that you have."

"W-what do you mean?" Twilight stammered, stepping away from the woman.

"Oh...you'll find out."

Twilight felt herself back up against some, so turned around and gasped.

The creature towered over her, with the body of a bear, but was white and black with yellow stripes, bug wings, antennae, two sets of claws and a stinger.

"A bugbear!?" Twilight gasped.

"Yes, my baby has certainly been very helpful. He's helped collect almost everything I need. The only thing left....is you!"

The bugbear roared, finally drawing the attention of AJ and Rainbow, who looked on from the safety of their bush.

Twilight summoned her magic, ready to fight. However, this gave the witch the opportunity she needed as she pointed her cane at Twilight, shooting a light blue beam of magic.

Twilight was hit and collapse to the ground, now bound with magical restraints on her hands and feet.

The two hidden girls gasped at what they saw.

As the bugbear picked up the struggling girl and covered her mouth, the old hag laughed again, a cold, cruel laugh that shook the three young mages to their bones.

"Now I finally have the last piece! Come on my baby, let's show her mummy's little hiding place!"

The woman tapped her can on the ground, causing her, the bugbear, and Twilight to teleport in a puff of smoke. Rainbow and AJ jumped out and tried to stop them, but it was too late.

"TWILIGHT!!!!!"

Author's Note

Can anyone guess what old MLP villain I based her on?

Hint: She's not from G4 and she went by a different name.

Chapter 4

Rainbow and AJ looked around widely for their friend.

"Twilight? Twilight!?" Rainbow called out desperately.

"Sugarcube!" AJ shouted.

"Uh oh folks!" Pinkie announced as the balloon floated above the two girls. "It looks like we have a bit of a situation here!"

"Pinkie! It's an emergency!" AJ called out.

"Twilight's gone!" Rainbow continued.

"Wowee! Isn't that a coincidence! That makes five runners that are gone now! Do you think they may be planning some kind of secret 'we're lost in the woods' party!? In that case, I'd better bring the cupcakes!" She then proceeded to bring out a try of freshly made cupcakes from.....somewhere....

"It's not a party Pinkie!" AJ scolded.

"We just saw Twilight get taken by some crazy old lady and her giant bear....bug.....thing!" Rainbow explained.

"Oh....that makes more sense." Pinkie nodded.

"You have to go and get help!" AJ said.

"They won't get here in time!" Rainbow argued. "We're going to have to save her ourselves!"

"But the woods go on for miles! We don't even know where they are!"

Rainbow held up her ankle. "Take off this dumb thing for me and I can comb this forest in no time!"

"But-"

"Hurry! Who knows what could happen if we're too late!'

AJ nodded, and, with a simple tug, pulled the bracelet in two.

"Thanks." Rainbow turned to Pinkie. "Tell everyone what's going on and stay in the sky and try to see if can spot anything."

"Okie dokie!" Pinkie said as the balloon began to float away. "Good luck!"

With that, Rainbow ran off, leaving AJ along for about fifteen seconds before she returned.

"Well?"

Rainbow pointed. "Okay, I managed too see the Bugbear guarding some sort of campsite in that direction."

"Alright then, let's go!"

With that, the girls took off deeper into the woods.

AJ and Rainbow soon arrived to see the Bugbear guarding a small clearing hidden by a canopy of trees. Inside was a pentagram of sorts made of stones. At the end of each point was one of the missing runners. They were all female, and they all looked to be around the same age.

"Look!" Rainbow whispered and pointed. "There's Twilight."

She was, like the other, bound with magical restraints, though that didn't stop them from struggling.

Suddenly a new figure emerged from the shadows: the old lady from before.

"Ladies!" She announced with a raspy voice while spreading her arms out. "I'm so glad you could all join me for this special occasion!"

"What are you talking about? Who are you, and what do you want with us!?" Twilight demanded.

"Just a moment!" The woman said before pulling her hood back, revealing her deathly pale skin, white, stringy hair and bird like nose.

However, when she stepped into the pentagram, she began changing: her wrinkly skin smoothed out, her nose became smaller and more graceful, and her white hair became dark and silky.

AJ's and Rainbow's jaw dropped as they saw the old hag disappear and be replaced by a beautiful young woman.

The woman felt her face, smiling at the smoothness. "Ah! I feel better already!" She then turned to Twilight. "You know there's a saying: 'Curiosity killed the cat', but I do love indulging my audience with a story before it's over. So pay attention." She cleared her throat and put a hand to her chest dramatically, like an actress before reciting an important speech. "My name is Noctambula! And as for why I need you well...." She gestured to her now youthful appearance. "You saw what happened when I stepped here, right?"

The girls gasped.

"That's right! Through research and my travels, I've found a way to restore my youth every few decades or so. However..." She glared down at her now perfectly manicured hands. "There is a certain price to pay, as with all powerful magics. Part of the price is that I lose a large portion of my powers with every ritual."

"Then how are you able to keep doing it?" Twilight asked, trying to prolong it as long as possible.

Noctambula smiled cruelly and walked up to Twilight. "That's the other benefit of the spell. I regain my youth and become more powerful! You see, I just need five young girls like yourselves. The only problem is making sure at least one of them is a mage." She cupped Twilight's chin, ignoring the bound girls' glare. "And that's where you come in my dear! You can't imagine how excited I was to find you! When I drain the girls of their youth, I also drain any magic they may possess." She reached down the neck of her robe, revealing a glowing light blue crystal on a chain around her neck. "Now not only will I regain my youth, but I will become the most powerful mage in the world to boot! I'll have enough magic to last me centuries without needing to refill!" She gave a wicked laugh that echoed through the woods.

"Yeesh!" Rainbow rolled her eyes. "Somebody sure loves to hear herself talk."

"Nevermind that! We need to find a way to stop her!"

"But how?"

As they talked, they were unaware of a small avian in the tree above them, watching them. Without warning, it let out a piercing screech, forcing the two teens to cover their ears.

This caused Noctambula to turn, glaring. "Who's there!?"

The Bugbear quickly flew off, and soon returned carrying the two young mages in his arms.

"Let go of us you abomination of nature!" AJ cried, struggling against the beasts' grasp.

"Applejack! Rainbow Dash!" Twilight exclaimed when she saw her friends.

The avian then flew out of the trees, and onto Noctambula's outstretches hand.

"Excellent work my sweet one!" She baby talked as she nuzzled the yellow canary. "Kyrie here's excellent at rooting out spies and nosy people. However..." She smirked at the bugbear. "...it does help to have some muscle assisting you."

The Bugbear, carrying the two teens, approached the pentangle.

"Well well well." Noctambula clicked her tongue as she looked over AJ and Rainbow. "It appears we have some special guests for tonight! I'm assuming you heard everything I just said?" She didn't wait for an answer. "No matter once I'm done with these girls, I'll just drain your magic too and get rid of you afterwards."

She waved her hand and the Bugbear flew back a ways, still holding the teen girls.

"Now then!" Noctambula raised her hands up high. "Let's get started!"

Author's Note

Did guess who it was?

It's Somnambula from G1.

Chapter 5

"You'll never get away with this!" Rainbow cried out, still struggling.

"Oh honey..."Noctambula grinned wickedly. "I've been getting away with it for three hundred years!'

"We won't let ya take over the world!" AJ shouted.

Noctambula raised an eyebrow. "The world? Who said I wanted that? I just want to be young forever. Is that honestly too much to ask for?"

As Noctambula made the final preparations, Applejack turned to Rainbow, a look of guilt on her face.

"Rainbow...whatever happens....ah'm sorry I cheated back there. It was low down and dirty, and ah'm ashamed of it. I hope you can forgive me."

Rainbow looked surprised for a minute, processing the news, before hanging her head in shame.

"I-I'm sorry too. About the branch, and...the way I've been acting. I just..." She sighed. "You've met my parents. You saw how they are. I love them but...they're my parents. They're supposed to say I'm the best but, I had to prove I was the best. I wanted to earn that place. But...I didn't do that today. All I did was become a big cheater. I'm sorry."

Rainbow and AJ looked t each other, and exchanged forgiving smiles.

"Oh my! How touching!" Noctambula said in a mocking voice. "Now enough with the emotional talk. Let's get this show started!" With that, she summoned her magic through her staff, causing it and the pentagram below her to glow too.

"Glaoim ar chumhachtaí olc a dheonú dom mo mhian
Tóg cad a bhfuil siad
Agus tabhair dom dom
Athchóirigh dom cad a cailleadh i bhfad ó shin!"

The girls continued to struggle as the ritual continued, however, the effect could immediately been seen taking place. They sat still as they felt their lives and magic draining from them. A few wrinkles began to appear on their faces as Noctambula laughed with victory.

AJ and Rainbow watched in horror as the girls grew weaker as Noctambula grew stronger.

"We have to do something!" AJ whispered.

Rainbow quickly looked around for something-anything-that could help them...and then noticed how conveniently close the Bugbear's foot was to AJ's...

Rainbow quickly looked AJ in the eye before swiftly down at her foot. AJ looked down and realized what she meant. She quickly raised her foot....

*CRUCH!*

"ROOOOAAAAAARRRRRR!"

....stomped down on the Bugbear as hard as she could, causing him to let out a loud roar as he released his hold on the two girls, who quickly leaped away.

"You stop the spell!" AJ commanded. "I'll handle this abomination!" Rainbow nodded as AJ and the Bugbear began to square off.

*Peck!*

"Ow!"

Rainbow waved her hand around, but the yellow canary was merciless, pecking at her whenever it could.

Finally having enough, Rainbow ran rapidly in a little circle around the bird, creating a sort of mini tornado that carried the bird and knocked her into a tree.

*Wham!*

With a swift punch, AJ knocked the Bugbear back-first into a tree. But this didn't appear to do too much, as it then raced towards her, stinger out. Thankfully, she managed to jump out of the way just in time.

"What!?" Noctambula exclaimed when she noticed what was happening outside of the circle. She watched as her familiar landed in a bush, to dizzy to fly and her minion be flipped on his back by the cowgirl. "No! This can't be!"

"Believe it lady!" Rainbow said, speeding over and tackling Noctambula out of the pentagram.

The glowing faded as the spell ended. The girls groaned as their magic binding disappeared and their faced returned to normal.

Noctambula knocked Rainbow off her, stood up and pointed her cane at the athlete.

"You little brat!" She roared. She tried to focus magic through her cane to blast Rainbow, but nothing happened.

"W-what!?"

Rainbow Dash got to her feet and opened her hand...revealing the shattered remains of the crystal she had pulled off of the witch's neck.

"NO!" Noctambula cried out in horror. She looked down at her hands and saw how quickly they became old and bone-thin.

Everyone stepped back and looked on in horror as the woman rapidly aged, going from a young woman to an elderly lady in seconds. The witch screamed in agony as she was reduced to nothing but skin and bones...

*Flash!*

...before bursting in a flash of light.

Everyone looked on and saw nothing remaining of the old hag but a black cloak over a pile of dust.

"Woah..." Was all Rainbow could manage to say.

The canary, regaining it's senses, saw the remains of her mistress and try to fly away...only to turn into a pile of ash herself.

The Bugbear, now freed from the hag as well, flew off into the woods.

Twilight, AJ, and Rainbow all locked eyes with each other before rushing together in a three-way hug, happy to have made it through this.

AJ and Rainbow led the group to the finish line, where they were greeted by a cheering crowd and relieved families.

After explaining to everyone what had happened, the races were cancelled for the day as the guard quickly combed the woods, both examining the spot the group told them about, and for any other dangers.

We find our young heroines wearing warm blankets and drinking hot cider next to their respective families at a few nearby picnic tables, listening to Celestia and Luna.

"We did some research based on what girls told us. Her name was 'Noctambula' correct?" Luna asked as the three young mages nodded.

"That's what we thought." Celestia continued. "What we found were mostly second or third hand accounts and rumors, but from the looks of thing, they appear to be accurate. Apparently Noctambula was a talented yet vain mage a few centuries ago. When she realized how old she was getting, she was desperate for any way to reverse it. She eventually came upon a crystal that allowed her to store the youth and magic of anyone and allow her to access it. She designed the ritual herself and every few decades she would kidnap five young woman and drain the youth and magic from them. Unfortunately..." Celestia dropped her head. "They perished not long after, allowing her to remain under the radar for years."

"Until you girls." Luna stepped forward. "I suppose going undetected for so long allowed Noctambula to get cocky, or perhaps she was just tired of finding new victims ever few years, and she got careless and decided to take Twilight as a means of staying young a little longer than usual."

Twilight felt her parent's arms around her tighten a bit.

"But thanks to you three young ladies, nobody will ever have to worry about her ever again." Luna nodded to the other kidnapped runners being hugged by their families and friends.

This brought smiled to the three element's faces.

"Ah'm proud of you sugarcube." Granny Smith smiled as Applebloom hugged her sister. Off to the side, Big Mac was trying to keep his worried tears in check.

"I'm sorry I didn't win today's race." Rainbow said to her parents. "I know how much you like to see me win."

"Oh dashie!" Windy teared up as she and Bow hugged their daughter.

"We're just happy you're safe." Bow confirmed, causing Rainbow to smile.

Spike jumped up onto Twilight's lap and licked her face, causing her to giggle.

"Everyone?" Twilight spoke up. "Can Rainbow, AJ and I just have a few moments together please?"

"Sure!" Granny said, heading towards the snack table.

"Of course!" Windy said as she and her husband got up too.

As the adults chatted while walking towards the snack table, Twilight turned to her friends.

"We know what yer gonna saw Twi." AJ sighed.

"You're going to lecture about how disappointed you are in us and how real winners never cheat-especially against their friends." Rainbow hung her head.

Twilight looked at them for a moment before smiling.

"No." AJ and Rainbow looked at her, shocked. "I wanted to say I'm proud of both of you. I heard what you said back in the clearing, and I'm glad you both recognized what you did was wrong and pushed past that to work together and save everyone. That was very mature of both of you."

AJ and Rainbow smiled at these words.

"And I'm assuming you'll stop competing with each other over everything?" Twilight raised an eyebrow.

"On my word." AJ said, raising a hand.

"Sure." Rainbow said before donning a smug grin. "After all, everyone already knows I'm the top athlete at Canterlot High."

"Now don't get on you're high horse now..."AJ narrowed her eyes.

Twilight rolled her eyes, bet still kept her smile.

"Whoo hoo!" Pinkie said, somehow popping up in between all of them. "I say we celebrate with cupcakes!" Grinning, she grabbed everyone and began pushing them towards the dessert table.

The trio looked at each other before bursting out in laughter and racing towards the snack table.

No matter how frustrated they got sometimes, they were glad some things never changed.

Author's Note

Spell translation : I call upon the powers of evil to
grant me my wish
Take what they have
And give it to me
Restore to me
what was lost long ago

.....Do you think I need to add a 'death' tag to this story or something like that now? Man this story got dark real fast...

Well anyway, see you all next time!