Rainbow walked up the starting line for the Running of the Leaves, jostling a pony out of her way, before taking her place next to Applejack. “Make way for the Iron Pony!”

“Iron Phony more like it,” muttered Applejack.

“So, Applejack, ready to win second place?”

“I’m ready to run a good, clean race.”

“Yeah, yeah.”

“Remember, NO WINGS!”

Rainbow snorted. “I could win this thing with both wings tied behind my back!”

A small smile appeared on Applejack’s mouth. “Oh really?”

“Definitely.”

“‘Right then.” Applejack pulled out a length of rope, and before Rainbow could react, coiled it around, pinning her wings tightly against her body.

“Hey!” said Rainbow. “I never said you could do that!”

Applejack smirked. “Well you never said I couldn’t!”

“I didn’t think I’d need to tell you not to tie me up!”

“Sounds a lot like me, right after you cheated with your wings!”

Rainbow frowned.

“Now you're trussed up like a turkey!” said Applejack.

“One that can’t fly that is,” said Twilight walking up to the start line.

Applejack chuckled.

“What are you doing?” asked Rainbow.

“I’m racing.”

Rainbow immediately tipped over, so that her legs were pointing straight up in the air, jerking slightly every time she laughed. “G–g–good one–Tw–Twili–Twilight.”

“I’m not joking.”

Rainbow stopped laughing and stood up. “Have you ever actually run a race?”

“No, but I know a lot about them.”

“Ha!” snorted Rainbow. “You’ll run out of stamina before White Tail Woods!”

“Well,” said Applejack. “Knowing how to run, and actually running are two very different things.”

Twilight nodded. “I understand that. I’m still running though. I got an invitation from Celestia, and I can’t really turn it down. Besides, running is good for you. Even if I don’t win, this will be great for my health!”

“Well I think that’s just dandy,” said Applejack. “Good luck.”

“Well see you at the finish line!” said Rainbow, then added softly: “Tomorrow.” Applejack couldn’t suppress a chuckle.

“Well scoff if you must,” Twilight told Rainbow. “But I think I’ll prove more capable than you think.”

Spike’s voice suddenly exploded through the air, magnified by his speaker. He turned it down. “Sorry!” Spike and Pinkie were riding in Pinkie’s hot air balloon, and were the set announcers for the event.

“Racers, take your positions!” said Pinkie.

Rainbow got ready. “Tomorrow.” she whispered softly.

Pinkie started the countdown “three!”

Applejack gave a final soft chuckle.

“Two!”

Twilight rolled her eyes.

“One!”

Rainbow burst from the start line, as did all the other ponies.

“Gooooooooooo!!!!”

Rainbow sprinted at top speed, managing to get into second, right behind Applejack. Rainbow moved over to the side, and tried to pass.

“And they're off!” commented Pinkie. “Welcome to the official coverage of the Running of the Leaves! You know, Spike, despite its name, the leaves don't do any of the actual running. No, that's left to my little ponies.”

“Why, yes, Pinkie, it's the running of the ponies that causes the leaves to fall,” said Spike.

“Ugh. Those lazy, lazy leaves. But this year, the run is about more than the weather. It's about the race to the finish and the two runners who want to win it: Applejack and Rainbow Dash.”

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

“Yes, and ‘grudge’ rhymes with ‘fudge’.”

“Uh. yes, it does. Why?”

“I like fudge. But if I eat too much fudge I get a pudge and then I can't budge.”

“So... no fudge?”

“Oh, no thanks. I had a big breakfast. Let's check in with our two competitive ponies, Applejack and Rainbow Dash. Having come fast out of the gate, Applejack and Rainbow Dash are evenly matched running neck and neck. But what's this? 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. 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. Applejack sees this move and pushes forth with her strong workhorse legs, slinking ahead by three hundred and fifty noses!”

Applejack laughed. “Not so easy without your wings, is it?”

“Come on Rainbow, show her a little Dash.”

“Ho-hold your horses, Pinkie!” said Spike. “Rainbow Dash is catching up to the frontrunner Applejack!”

“This is unbelievable! I thought Applejack had it in the bag!”

“You didn’t think I was gonna let you off that easily, did you?” said Rainbow, shooting past Applejack.

All of a sudden, Applejack felt herself hit something, and flip over. There was a crash, and Applejack slid across the dirt, before all the other ponies shot by.

“Unbelievable!” yelled Spike. “The defending champ might be down for the count!”

“I don’t believe it!” said Applejack standing back up.

“I know!” said Twilight, coming up, and looking at the leaves. She wasn’t running; Applejack could have flown by her going backwards.

Twilight stopped to look at the leaves. “Aren’t they beautiful!”

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

“She did not.”

“She did too!”

“She did not, and if you slowed down and looked where you're going, like me, you'd see that you tripped over a rock!”

“What? Oh, hayseed! Now I got a lot of ground to make up to catch Rainbow!” Applejack took off running.

“Just be careful!” called Twilight as Applejack darted around a bend.

Rainbow continued sprinting at top speed, as she entered White Tail Woods. She knew that she was miles ahead of Applejack, but the other ponies were still close enough that she could hear their hooves kicking up dirt. They seemed to be catching up with Rainbow, and much quicker than she’d hoped. She thought about the irony that at the beginning of the race, she’d told Twilight about how she thought she’d run out of stamina before White Tail Woods. How ironic that she’d end out there instead.

Rainbow forced herself to keep going, even though the other ponies were catching up to her. The sound of hooves were getting louder and louder, and then Rainbow realized that the sounds belonged to only one pony.

“And somehow, Applejack is back in contention!” Pinkie yelled.

Rainbow’s battery recharged instantly, and she zoomed up even farther, but despite everything, Applejack was able to pull up beside her as they thundered over a bridge. Rainbow pushed herself and managed to pull ahead.

“Aand Rainbow holds onto her lead, but Applejack is only half a nose behind!” commented Pinkie. “Oh but look at this! Applejack is making a move, taking the inside around a curve, and has managed to get a lead of about thirty-one point three percent of a nose!”

Rainbow kept pushing and was right besides Applejack, but then Applejack regained control going over a bridge.

“This race isn’t over you know!” Rainbow yelled.

“It is–for you!”

Rainbow’s hooves slid out from under her, and she slammed into a tree, and tipped over, dazed, as Applejack and all the other ponies thundered by.

“I can’t believe Applejack would trip me!”

“Don't you ponies ever look where you're going?” asked Twilight. “You tripped on a stump. See?” she pointed to a stump.

“Applejack knocked me into it!”

“Rainbow, Applejack would never cheat. It was just an accident.”

“Sure it was. I mean, yeah, I'm sure it was.”

“Remember, Rainbow, this is just a game.”

Rainbow smirked. “A game in which the rules just changed.”

Author's Note

Uh Rainbow, whatcha doin'?