Applejack: Undefeated

Chapters

Chapter 1
Chapter 2
Chapter 3
Chapter 4
Chapter 5
Chapter 6

Chapter 1

The apple tree shook violently as Applejack landed a firm kick at just the right spot, with just the right amount of force. Apples cascaded down, falling into place in the various baskets she’d carefully set beneath the branches.

Applejack stepped over to the baskets with a frown on her face and reached in with a hoof, scooping one up to inspect it.

The apple was browning, and a bit shriveled, just like every other apple she’d tried to harvest over the last three days.

With a sigh of resignation she grabbed the baskets and began hauling them to her cart. It wasn't a total loss. Apples like this could still be pressed and turned into a low quality apple brandy. It wasn't as profitable as a proper apple harvest would have been, but it would pay the bills, and the farm would survive another year.

As she tossed the basket into the cart she stopped to look over the rest of the farm.She had parked the cart at the top of a hill, and the view was normally spectacular, green leaves and bright apples everywhere.

The barkworm infection had changed all that. Every tree looked faded and grey, the leaves browning early, and the apples undernourished and sour. The weather wasn't helping either, it was a another grey day in what seemed like an endless procession of grey days. She’d asked Rainbow Dash about it and had gotten some long explanation about solar light levels and heat redistribution or some such nonsense. All she really knew was, the weather was reflecting her own dark melancholy.

“I’m sorry Applebloom, but we just ain’t got the bits.” Appleblooms face turned down and sad, and Applejacks own heart broke to see her little sister so disappointed. They stood in Sugar cube corner where Applebloom had begged her sister to meet her to discuss the little crusaders upcoming birthday party.

“But everyone else got to have their parties here! It’s so much more fun right in the bakery!” she whined gently, her big eyes watering up as she stared longingly around her.

Applejack gave a deep sigh and glanced over at Pinkie, who shook her head sadly. Friend or not, there was only so much she could do about lowering the price for renting the bakery.

“I know you were looking forward to this, but the farms just in too much trouble right now. We’ll need every penny we can scrimp and save to pay off our bills till the tree’s recover! But cheer up! We’ll still have a party, it’ll just have to be a bit smaller, and we’ll put it on back at the farmhouse. All your friends will still be there, and that’s what’s really important, right?”

“I guess.” Applebloom replied looking down at the floor and shuffling her hooves dejectedly.

“Hey, Applejack!” whispered Pinkie. Well, she tried to whisper, really she was talking slightly louder than normal, but her voice had that raspy quality that implied she was TRYING to whisper. Rolling her eyes she Applejack left her sister to go see what the Party Pony wanted.

“Can’t we do something special to raise a little extra money for her?” Pinkie had a serious look on her face. Applejack could tell she wanted to throw Appleblossom a serious birthday party, since, to Pinkie, parties were serious business. Still, she might have a point, the farm had lots of open space, and events were held there pretty regularly to supplement their income. Nothing was scheduled for anytime soon, but maybe she could work something out.

“Hmm... Can’t think of nothin’ offhoof. you got any ideas Pinkie?”

Pinkie leaned back, her head raised and eyes squinted, hoof tapping her chin in an exaggeration of studious thought. Suddenly her eyes widened and she grinned broadly at Applejack.

“Can your brother still do that stomping trick?”

Total Pages was an annoyed pony. He was mostly annoyed because his latest client had just quit, leaving him with a total client pool of One. And not a very good One, to be frank.

It wasn't entirely unexpected. Most of his clients lasted for just a few months, a year at the most, and the really good ones moved on to better handlers with bigger bit bags and better connections. Still, it had been a lean year for him, and this was not a good time for him to be losing out. He needed a winner and he knew it. He also needed his little brother to stop hopping up and down on his desk, scattering his paperwork all over the place.

“Snips,” Pages said calmly, “What do you want? What is so important that you have to come into my private office, which I have told you not to come into, and jump on my desk, which I have told you is not a place to play, and bother me while i’m working, which I've told you not to do?”

It was a practiced calm, one that came from long years of dealing with his little brothers notorious shenanigans, but it was different this time. Normally it would be containing an urge to scream, but Pages was just too dejected to get really angry today. Snips was too excited to notice, though.

“They’re having a contest! And first prize will be free rodeo lessons from Ponyvilles most winningest rodeo pony APPLEJACK!”

Pages winced at his brothers shrill scream of joy. Applejack, he wondered, who is that? Pages knew that his little brother had a tendency toward hero worship. That annoying blue unicorn showmare, that even more annoying rainbow colored pegasus, that chubby blue baker Earth pony with the yellow husband and the twins.

Pages reflected on this for a moment and wondered if his brother just had a thing for blue furred mares before returning his attention to the flyer Snips was now shoving in his face.

“Alright, alright, what’s this?”

Come one and all to the Apple Family Farm
For an exciting day of games and prizes!
Apple tossing!
Dancing!
Races!

And for the main event, Big Macintosh will perform his famous
Macintosh Mega AppleStomp!

Special prize to whoever catches the most apples at the AppleStomp
A free rodeo lesson from Ponyvilles most winningest rodeo pony,
APPLEJACK!

Attendance fee at just three bits!

Huh, well, Pages thought, ‘Most winningest rodeo pony’ If it says so right there it must be true.

“And why aren’t you bothering Mom or Dad over this?” PAges looked to see his brother shuffle his feet a bit.

“Well, we don’t get to hang out much anymore. And I thought it would be fun to go with you!”

“And?” Snips sighed and looked down.

“Mom and Dad don’t really like me hanging out with Snails so much, and he wants to go too.”

Total Pages took a deep breath and covered his eyes with one hoof. He kind of understood where his parents were coming from, Snails was an especially difficult little pony to spend too much time with. Still, he was a good and loyal friend to his little brother and Pages didn't mind him so much.

“Alright, alright. Get your saddlebags and let’s get going.” Snips leapt for joy and dashed out of Total Pages office. Pages straightened a few things out before locking the door to this office and making his way out of the basement and up to the living room

“Mom!” he called out “ I’m taking Snips out to this rodeo thing down at the apple farm!”

“Alright dear! Be sure to be back in time for supper!”

Total took another deep sigh and wondered if he’d ever find talent good enough to afford him an office away from his home. He stepped outside and smiled down at see his little brother and his mentally challenged friend already waiting.

The farm was busy with ponies. A few hundred had shown up for the rather short notice festivities, and they moved around laughing and playing. In the barn where Vinyl Scratch had, as a favor to Pinkie, set up for the day, the ponies danced and hugged and a few romances were born to the lively beat.

Outside, Granny Smith oversaw a series of foot races and hurdles, directing the participants themselves to help reset the track and move obstacles for the next race.

On the other side of the barn Applebloom had set up targets at varying distances for ponies to throw the withered apples at or, if they really wanted to challenge themselves, to kick the apples at.

The real action was in a nearby grove, where ponies were picking up baskets as Big Macintosh stood quietly in the center, doing some stretches and warm up exercises. Snips, Snails and Total Pages were standing in the crowd, each with a basket all their own.

“So what’s the point of this again?” Pages asked the two younger ponies.

“It’s easy, when the apple start to fall, catch as many as you can!” said his brother, his voice cracking with excitement.

“But how are the apples all going to fall at once?”

Before he could get a response, Big Macintosh nodded to Applejack who turned to face the crown and put the tip of her tail in her mouth, blowing through it like a blade of grass and making a loud sharp whistle.

All of the ponies turned from their conversations or games to watch. Even the dance floor turned off the music so everyone could come and see.

“Howdy Y’all!” cried Applejack with a big grin on her face and a quick leap into the air. Once she was sure everyone was paying attention.

Total Pages looked at the mare admiringly and could see why his brother had managed to get over his infatuation with the color blue.

“It’s time for the main event! Everyone hunker on down and hold on tight! Once the stompin’ starts, you’ll want a firm grip and then ya’ll have to move fast to catch all them apples! Remember! First prize is worth fightin’ for!”

A general cheer went up and Applejack couldn't help but notice a number of ponies off to one side seemed to be a bit more interested in a chance of spending the time with Applejack than with the rodeo lessons themselves. She ignored them studiously and hopped over to grab onto a tree.

“Ready Big Mac?” She called out, gripping tightly.

“Aaayup!” he called back.

“Alrighty then, in three... two... one...”

Big Mac reared back on his hind legs and brought his two hooves down to the earth with all his might. The power that he struck with was immense, and sounded like an explosion. The ground itself rippled and more than a few ponies found themselves falling over tossed a few feet into the air by the wave of earth. The force traveled down out of the grove and almost to the barn doors themselves before setting down, and even the barrels in the cellar rattled in their frames, ropes swung back and forth and the chickens huddled together as they felt the earth move.

Every earth pony for miles stopped whatever they were doing and looked toward the farm. Earth pony magic was notoriously subtle, but they could all feel it, deep inside themselves, that tug for power, tied directly the very life and land of Equestria itself. Many of them didn't even know what it was they had felt. It almost never pulled this hard, and a pony who had the control to bring it out this strongly was rare indeed.

Back at the farm all the ponies who could were scrambling to catch apples as they fell from the trees, whose violent shaking had sent the shriveled fruits in all directions.

All but one. Total pages sat, stunned and frozen by what he’d just seen. He didn't care about the falling apples, or the bruise he’d taken when the explosion had knocked him down.

He didn’t care that Snips and Snails had, in their exuberance, run right into each other and completely dropped all their apples.

All he could do was stare at that giant red Stallion while visions of bits flashed before his eyes.

A few hours later, and the festivities were starting to wind down.

The Races had finished and the prizes, all of which were various sized jars or cases or small barrels of apple juice and apple cider that the family had been storing away, were passed out to their happy winners.

The games were done, but the dance in the barn would go on for a while, knowing Vinyl, it would likely last well past midnight.

Applejack had presented her certificate, good for one day of Rodeo lessons to a proud pegasus filly, whose father, an over sized stallion with tiny wings and a barbell for a cutie mark had managed to win for her.

Applebloom and Big Macintosh were doing most of the cleanup, with the help of a few other ponies who had volunteered to stay behind. Applejack had begged off the work, saying that she felt ill, and since this was such an unusual occurrence, her family and friends had actually insisted she leave it to them.

She lay on the tall hill again, where she had been just the day before and watched the cleanup with empty unseeing eyes. The wind gave a gentle breeze that rustled her hat and cooled down her warm fur.

Down below, she watched Twilight and Rarity using their magic to lift the targets and return them to the storage under the barn. Meanwhile Rainbow Dash had moved a small cloud down and was washing the mud off the racetrack. Fluttershy had calmed the chickens and Pinkie was stacking some baskets.

“Whatcha doin’?!”

Applejack blinked in surprise and turned to see Pinkie standing right next to her. With a quick twist back, Applejack looked down to see the farm was just as she’d been watching a moment ago, only Pinkie was gone. She glanced back and sure enough, the pink pony was looking down at Applejack with genuine curiosity in her eyes, and maybe just a bit of concern? It was hard to read Pinkie, who seemed to wear her emotions so openly, but also always seemed to have something else just below the surface.

“Nothin’ much. Just, feelin’ a might low is all.” Pinkie nodded her head and sat next to her friend, being surprisingly quiet. After a moment Applejack could feel Pinkie rubbing her hoof up and down her back.

“Do you wanna talk about it? I mean, that was kind of a super party we just had, well not really a party i suppose, more of an event, but still lots of ponies and games and fun and prizes and dancing so all the stuff that makes a party a party were there, including all your friends so I guess it really was a party and it seemed to be a HAPPY party, and if that kind of party doesn't make you happy than you must be really down. Why not tell me why?”

Applejacks mind had been long accustomed to the Party Pony and her strange ways, so it cut out most of the fat from her little speech and boiled it down to the essentials.

She shifted a bit, not really physically uncomfortable, but talking about her problems to others had never been her strong point.

“Do you ever feel, like a failure?” Pinkie blinked her eyes and cocked her head, seemingly puzzled by the question.

Applejack shifted again and looked down at her hooves.

“I mean, we made enough money to pay for Appleblooms party, and for that I’m right grateful, but I was hoping to do a bit better. It’s still gonna to be lean times ahead for the Apple family.” she stopped for a moment and took her hat off, staring into the empty bowl of it.

“It seems like it’s always lean times though. We struggle and work, and I try my darned hardest, I can’t help but feel that I’m a failure. It’s always on the brink of collapse. One bad harvest. One long winter. Things never seem to go quite right and we always managed to get on just by the skin of our teeth.”

She looked back up at Pinkie, who had stopped rubbing her back and looked down at Applejack with open concern on her face.

“Don’t get me wrong now, I love my life here. I love this farm and I love the hard work. But, i’m startin’ to feel that, really deep down, I ain't very good at it. I just can’t seem to run this place. I can’t seem to do much of anything right.”

She stopped when she felt a leg tighten around her neck and found Pinkie giving her a big deep hug.

“I think we all have it tough sometimes, “ Pinkie whispered, and this time, really whispered into Applejacks ear, “But you have friends to help you through it. And you never do lose the farm do you? Things will get better, some opportunity will arise, you’ll see.”

Applejack smiled and leaned her head into the hug, nuzzling gently against Pinkie Pies chest. The peaceful moment only lasted a few seconds before being interrupted by a polite and slightly embarrassed cough.

The two friends looked up to see a unicorn.

He was a bit short and pudgy, with an unusually long horn partially hidden by a prematurely thinning mane of light green. His light brown coat was a bit dirty, probably from the days activities, but was a good backdrop for his cutie mark, a piece of paper with some numbers added up on it. He had a pleasant smile spoiled mostly by his buck teeth.

Next to him were two young ponies they found more recognizable, Snips and Snails, who both looked a little embarrassed to be there. The short unicorn grinned a bit sheepishly before finally speaking up.

“I uh.. think I may have that opportunity you were just talking about.”

“I still don’t think I like how this feels,” Pinkie reiterated, for about the four bazillionth time. Applejack wasn't all too sure of that count, she’d never been much for fancy mathematics.

“Just relax, Total was Snips big brother, how bad could he be?”

“If he wasn’t bad then why are we wandering around the warehouses of Ponyville after midnight? My mama always told me all good ponies are asleep at this hour! Applejack, do you know what that means?”

“Uh...”

“It means WE ARE BAD PONIES!” shouted pinkie, grabbing Applejacks head and yelling into her ear. Applejack shook her head, momentarily stunned, before pushing pinkie off of her.

“It don’t mean nothin’ of the sort! There’s lots of ponies what work night jobs. Security ponies, warehouse ponies, heck! Even Rainbow Dash sometimes has to do weather pony duty at two in the mornin’!”

Pinkie gave Applejack a look that informed the farm pony that she was still dubious. Applejack sighed and adjusted her hat.

“Look, if you’re that worried about all this, than just head on back home. I’m a big pony, and I can take care of myself.” Pinkies eyes went wide and she shook her head.

“Nononono... I can’t leave you alone! What kind of friend would I be if I let you wander around here all by yourself?”

“Than calm down and come on!” She snapped. Pinkie watched her go for a moment before following after her. Applejack could be short tempered at times, but she must have been really stressed to be acting like this.

Pinkie just couldn't shake her bad feeling. It wasn't Pinkie Sense, per se, more a general unease. A feeling that violence was nearby and getting closer. It didn't help that this was the spooky part of Ponyville. Abandoned at night, large empty buildings that held financial offices and warehouses during the day. Even in the sun, this place was only populated by ponies with specific business jobs. It was never crowded here, and never fun.

The address Total Pages had given them was for one such warehouse, a particularly distant, and large one, that would have been used to store cargo for the big airships, back before the new train station a decade ago had made them obsolete in ponyville.

They were still used for when large shipments were going to the edges of Equestria, beyond the reach of rail, but Most airships were strictly passenger business these days.

The two friends approached the door to the large warehouse and found Pages nervously standing outside. He was engaged in a conversation with a muscular and short, blue earth pony whose cutie mark appeared to be a keyhole, and was standing directly in front of the door.

The keyhole pony looked over at them and said something quickly to Pages, who looked back and grinned widely. He trotted over smiling broadly.

“You guys made it! I’m so glad!” He looked around quickly and frowned a bit.

“Couldn’t talk your brother into joining us?”

“Big Mac was a might tired after the days work is all. I decided i’d check it out first, and if it’ll make as much money as you say then I reckon’ I can talk him into coming down.” The light brown pony nodded his head.

“That sounds fair enough. I’m sure that, if you keep an open mind, you’ll see why he could be the answer to all your problems!”

With that, Total Pages turned around and walked to the door, the squat guard moved aside and pulled it open, allowing the others access to the warehouse. Applejack entered quickly enough while Pinkie Pie, ears flat against her skull, and head lowered, entered far more cautiously.

“So, uh, what all is involved here anyway? And why didn't ya want to tell me directly before? This is a warehouse right, so I imagine it’s mostly moving heavy things around?”

“Well, it’s not a warehouse anymore. And I wanted to make sure you saw everything in person with an open mind. Some people tend to rush to snap judgments over this type of work.”

Applejack stopped and frowned at Total Pages.

“We ain’t gettin’ involved in nothin’ illegal! The Apples may have problems, but we’ll not stoop to bein’ dishonest to solve them!”

She glowered down at the shorter unicorn who sat back and waved his hooves in the air.

“It’s not illegal! I assure you! There are permits and oversight and regulations and everything! And everything here is followed to a perfect T! Heck, that’s how I first got involved with this stuff. I was first brought in to crunch some numbers, make sure it was all on the up and up! But it’s still not looked upon well by polite society is all. Some people get judgmental about how other ponies choose to work and live, as I’m sure you've experienced. You know how those upper crust ponies can be.”

Applejack only had to think back to her stay in Manehatten, and how the ponies had pretended not to even know what a rooster was, just so they could make fun of her.

“Yeah, I reckon’ I might know a bit ‘bout that sorta attitude. Alright, lead on then. But start talking.”

“We’re here anyway! right behind these doors.” He opened a large set of double doors and a wave of noise and heat came billowing out.

Inside, the warehouse had been converted to a giant arena. Hundreds of ponies sat upon tiered seating to watch a large central space. inside two ponies faced off circling each other warily while the crowd roared its approval.

“Wha... What is this?” Applejack asked, her eyes wide. Next to her Pinkies jaw dropped as she stared at scene.

“The Ultimate Pony League,” Pages said proudly, “all physical pony fighting styles are permitted. No magic. Two ponies enter and go at it, until one is knocked unconscious, surrenders, or is deemed to be the loser by the judges. We have a crack medical team on hoof to handle any serious injuries, but ponies rarely get really hurt. The worst that happens is the occasional broken bone.”

The two friends stared for a moment before Applejack turned to angrily look at Pages.

“Ya’ll want to bring Big Mac into this?! Are you nuttier than a fruitcake on Hearthswarmin’ eve?”

“Now hold on! You said you’d give it a fair shake, right?” Pages looked at her with pleading eyes and Applejack slowly took a deep breath.

“Fine.” she said with a forced resignation. Pinkie Pie finally snapped out of her own personal horror to jump in front of the other ponies.

“No! This place is horrible and violent and mean! All these ponies trying to hurt one another! It’s a bad place Applejack, and we should go right now!”

“Pinkie, I told him I’d come and see things with an open mind. One little match won’t hurt us none.”

“But..”

“Pinkie! I said it before, if you ain’t comfortable with all this, than go Home!” Pinkie stopped and frowned sadly. Applejack felt a bit guilty for snapping but walked pat her friend and followed Total Pages anyway.

A few seconds later, Pinkie followed silently behind her orange friend.

“This is a box seat, usually it’s kept empty so we can show things off to investors or new talent.” explained Total Pages as he lead them down a small hallway. They were well above the stadium seating now, and the heat from all the ponies below was being fought savagely by the fans that blew a constant stream of cold air off of a set of magic unmelting blocks of ice.

They opened the door to a small room and looked inside.

It was a spartan room, with a bit more floor space than was strictly necessary, and had the feel of a room rarely used. A few seats were set near a large window, a minor bit of magic gave it a magnifying effect, making the ring seem closer than it really was.

Still what really caught Applejacks attention was the presence of a small Filly that she knew quite well.

“Scootaloo?! What are you doing here?”

The tiny pegasus looked up from her homework and blinked with surprise of her own.

“Applejack? Pinkie Pie? I can ask you guys the same thing!”

“You know Scootaloo?” Pages looked genuinely surprised. The orange farm mare looked back and forth between the two of them.

:”Ya’all let little fillies in to see this stuff?”

“Well normally no, but Scootaloo has special dispensation, you see her mother...”

“Works in accounting!” Scootaloo interrupted loudly, jumping to her feet. Pages gave her a quizzical look, which was quickly joined by both Pinkie and Applejack.

“She helps keep the books. So, when she’s working or preparing or helping or whatever, i usually come here and do my homework.” Applejack craned her head to look past Scootaloo, and sure enough the little filly had a set of school books set on the ground with notes and papers scattered about.

“Well, I guess that’s alright then.” Applejack nodded slowly before trotting into the room. Pinkie had a sad look on her face and stared at Scootaloo for a moment before joining her friend.

“This is the main event ring, as you can probably guess,” Pages explained waving his hoof at the window.

“There are two other converted warehouses, each of which has been divided into four, much smaller rings. This building is usually only really active every couple of weeks, and spends most of the rest of the time empty. It’s cheaper to run the smaller fights, and only worth turning on the big ring when we know a lot of ponies will show up.”

Applejack sat facing the window a frown on her face as she looked down at the fight below. The two stallions she saw earlier were gone, and a new fight was just about to start. Pages sat down next to Applejack and looked down with her.

“We’re in luck, Titan is about to fight.” Scootaloo suddenly dropped her pencil and leapt into the seat on the other side of Applejack.

“Really?! Cool! Titans the toughest Pony in Ponyville! No one can out muscle that giant!” Her wings buzzed with excitement as she looked down into the ring. The giant Unicorn pony stomped into the ring, covered head to hoof in an intimidating back leotard.

Even his face was behind a black mask with deep red eye covers. The mountain of a unicorn was probably bigger than Big Mac and he stood briefly on his hind legs to raise his hooves to the crowd who roared in excitement.

“Titan? That’s a heck of a name. Wonder what his cutie mark is.”

“His real name is Hammer Jack, and usually he works in construction. But he was so strong the fight promoters decided to just call him the Titan”

The other three ponies turned to stare at Scootaloo, Applejack and Pinkie in confusion and Total Pages with a look of horror on his face.

“Scootaloo! You of all ponies know better than to just spout that stuff out! Some of our fighters really appreciate their privacy!”

Scootaloo looked appropriately abashed. She looked out the window and perked up immediately though.

“Look! The fights starting! He’s going after Flip Top the Pinwheel!” down in the arena, a second pony had entered. He was an earth pony with long limbs and was very tall, with a bright red coat and black mane. Applejack couldn't make out his cutie mark from here, especially not with how fast he was going.

Pinwheel, lived up to his name, he spun circles around the much slower Titan, moving in and out for a quick jab here or there, always getting out of the way just before Titans massive hoof would send him flying. Titan wasn't holding still either, for all his size he moved with surprising speed, avoiding the worst of pinwheels bucks and kicks. But the fight did seem to be going in the smaller pony's favor.

Suddenly pinwheel did a series of cartwheels to rapidly retreat behind the larger unicorn. As Titan spun around Pinwheel leapt forward, bracing his two from legs on the ground and ducking his head down between them, his lower torso curled up and just as Titan turned he straightened his whole body with Lightning speed.

The blow struck Titan square in the jaw and the massive Unicorn reared backwards up on his hind legs till he was almost ready to topple backwards.

Even from the distance they were at Applejack could see the look of triumph on pinwheels face. She pressed her hooves to the glass and leaned forward till her forehead struck the window, her jaw wide open. She’d seen some boxing matches before, and was known to engage in some wrestling herself, but she’d never seen anything like this. The two ponies caught in a struggle of will, muscle and power, not with any real malice or hate, but just to see who was stronger. It was intoxicating, and Applejack felt her fur bristle and itch as the match went on.

Pinwheel had leapt to his feet and backed away from the reeling Titan, moving his hooves in a complex dance that kept him motion and confused his opponents. His look of triumph turned to confusion as Titan Calmly, slowly lowered back down to the floor. He shook his massive head and narrowed his eyes at the smaller pony. Pinwheel seemed stunned for a moment, but set his jaw and shot forward to start his attacks again. Scootaloo shook her head and smiled.

“Oh it’s over now. Titan is done playing with this turkey.” Applejack barely registered the little fillies words as she stared in awe. Suddenly Pinwheel couldn't land a hit. Every punch, every kick, every elbow only landed against the flat of Titans Hoof. The Giant unicorn seemed completely calm and absolutely focused as his hooves moved to be an impenetrable wall.

Pinwheel grew more desperate with each blow his hooves becoming a blur, but also coming with more windup before the strike, and more cool down after. He struck with mounting frustration and less control. Finally, he made too big a mistake. Instead of stopping the latest blow with his hoof, Titan struck forward landing a solid strike to Pinwheels chin. The thin pony staggered backward and shook his head, he tried to recover, but it was too late. One, two, three solid strikes to his head and midriff.

Pinwheel flew through the air and landed a heap next to the ropes. A pegasus in black and white stripes that Applejack hadn’t really noticed before, but now realised had been there the entire time, swooped down to check on the battered pony. After a moment of inspection the pegasus raised his arms and blew a whistle. The crowd went wild. Pinkie stared in horror as Applejack cheered with them.

The locker rooms were located under the warehouse, and were mostly empty at this time. Pinwheel hadn't been seriously hurt, just knocked unconscious, and had even gotten up to congratulate Titan on his win, after that the place had begun to clear quickly. Now Applejack and Pinkie Pie stood among the lockers as Page finished showing them the stadium.

“So what do you think? With Big Mac as a fighter, I can guarantee, GUARANTEE, at least One hundred bits a match, And that’s if he LOSES. Not that I expect that to happen. I bet even Titan will be in for a surprise when he meets up with your brother.”

Pinkie stared at Applejack, her ears back, her eyes worried and a deep scared frown on her face. Applejack had actually enjoyed the fights. It was beyond Pinkies understanding. She hated violence, hated fighting. She could do it when she had to, and was better at it than she liked to admit.

But this? The whole scenario was obscene to her. Ponies reveling in the pain and suffering of other ponies. She couldn't comprehend it.

But Applejack had seemed mesmerized. Would she really try and talk her brother into this?

“How much did Titan make?” Applejack was staring at a mirror, her eyes wide, as she looked at herself like she’d never seen her own reflection before. Total Pages looked upwards and did some mental math.

“Well, Titans’ the biggest name in Ponyville right now. He pulls in a cool two thousand a match. And he hasn't lost in years. You can’t expect that from a beginner, no matter what their potential is.”

Applejack slowly nodded her head, and spent a few more minutes staring at the mirror.

“I’ll meet you here tomorrow night. You’ll have your fighter.” Total grinned ear to ear and tried very, very hard not to jump up and down whooping for joy. Pinkie had to fight to keep herself from wailing in grief.

“You won’t regret this, Miss Applejack! Your brother is going to make us rich ponies!”

“One fight, at first. Just schedule one fight. And we’ll see how it goes from there.” Pages nodded his head again.

“Yes Ma’am!” he cried before running up the stairs, almost bowling over Scootaloo, who had been quietly watching from the door.

“Applejack...” Pinkie said quietly, but the farm pony ignored her, and slowly made her own way to the stairs.

Scootaloo watched them walk past, silently, not speaking to each other at all. Even outside, the two friends didn't say a word to each other, and Applejack refused to even look at Pinkie, simply turning and making her way home.

Pinkie watched her friend go, before turning and heading back to her own apartment over sugar cube corner. She would need her sleep, she had a lot of ponies to talk to in the morning.

The next night, as the sun set, three ponies sat near the entrance to the Arena, just far enough away that the front door pony would leave them alone. The smallest of them a purple unicorn fidgeted a bit before speaking to her companions.

“I have to admit, I’m as much curious as anything else. I used to watch the guards spar back in Canterlot, but that was probably with a lot more rules. And you said Magic is forbidden here?”

Pinkie gave Twilight a disapproving look, but nodded her head.

“Yeah, and a pegasus can only fly so far in the rings. It’s not about magic, it’s about their skills. But it’s still about hurting each other. We can’t let Big Mac go through with this.”

“I agree with Pinkie.” said the white unicorn with the purple mane, “I have had clients who enjoy this sort of nonsense, and one hears things. Even if there are rules and medics on hand, ponies can get seriously hurt here.”

“Alright, alright! I agree with you guys! Applejack can’t let her new infatuation put her brother at risk.”

Pinkie was glad Twilight and Rarity were able to join her. She’d tried to gather everyone, but Fluttershy was too scared of the fights, and Rainbow Dash was in Cloudsdale for a meeting with the main weather office. Twilight had been hesitant but ultimately decided to join them, and Rarity had seemed particularly horrified.

Maybe she felt the same way about the fights as Pinke did?

They had agreed to come and wait for Applejack to show, intercepting her and her brother before they could enter the arena. Shortly before the scheduled time, Total Pages made his way outside and recognized Pinkie. He smiled and wandered up behind them, feeling cordial enough.

“Hello ladies, come to cheer on your friend?” The three mares turned to stare at him, and he took a step back as the Pinke one’s eyes narrowed and she growled at him.

“You’re the one who tricked Applejack! If anything happens to Big Mac, I’m gonna make sure you pay for it!” Pinkie was livid and pressed her nose against Pages. Normally getting so close to such a cute little thing would make him happier, but right now, she seemed rather mad.

“Hey! I haven't tricked anypony! I've been totally upfront about this whole thing, and that includes the risks involved!”

The Pink one was pulled away in an aura of purple magic as the two unicorns got closer.

“We’re just a bit concerned for our friend is all,” said the white one, “This is a dangerous activity, and she may be thinking more with her need for bits than with the proper safety and concern for her family” The Purple unicorn nodded.

“Exactly! We just want to make sure everyone will be okay. You can understand that, right?”

Pages took a deep breath and straightened his mane.

“Well, yes, actually. I can. Look, i’ll tell you what, i’ve set up a match, but since Big Mac is a no name, it’s pretty empty. Let me give you these free passes, so the three of you can come and see what’s going on. How’s that sound?”

The tickets hovered in front of the friends, who looked back and forth at one another. Rarity nodded her head and Pinkie gave a sigh of resignation. A purple aura overtook Pages own green, and the three tickets floated over to their new owners.

Pages gave a sigh of relief before hearing a voice behind him.

“What’re you all doing here?”

Pages spun around to see Applejack with a quizzical look on her face staring past him and at her friends. Pinkie leapt over the shorter unicorn and grabbed at the farm pony.

“Applejack, you can’t do this to Big Mac!”

“She’s right, darling, it isn't fair to him. He’s much too gentle for this sort of thing.”

“Are you sure you've really thought this through? I mean the probability of injury is actually.. say.. where is Big Mac?”

All three of Applejacks friends, plus Pages looked back and forth, but there was no sign of the over-sized red Pony.

“I am not in the mood for this, come on Pages.”

And with that Applejack walked right past the other ponies and to the guarded door. Pages rapidly followed after her with a confused look on his face.

The three others tried to follow but the door pony put out his hoof and stopped them.

“Sorry, this door is for fighters and promoters only. You girls need to go around to the front door.”

The three friends looked at each other and shrugged before walking around to the front of the building, there a long line of ponies, being let in one a time, faced them. It was going to be a long night.

Back down in the lockers, Pages nervously hopped from one hoof to the next as he watched Applejack calmly walk back up to stare at the same mirror she’d been so infatuated with the night before.

“So, what happened? Is Big Mac coming a bit later? Because the fight starts in twenty...”

“No, he ain’t comin’ at all”

“Oh no! I thought you said i’d have my fighter, oh man! Game Bank is gonna have my Flank over this! Scheduling a fight with a no show!”

“He ain't a no show. I didn't even try to talk him into it. Big Mac is way too gentle for this sorta thing.”

Total Pages blinked in confusion

“What?! Then why did you tell me you’d have him ready for tonight!?”

“I didn't. I said you’d have a fighter, and ya do. Me.”

Pages jaw dropped as he stared at the farm mare. Oh, it wasn't odd for their to be girl fighters, quite to the contrary, more than half the fighters he knew were mares. But this little farm filly, as muscled as she looked, was not the meal ticket Pages had hoped for.

“You’re kidding. No. Absolutely not”

“What? Why not! I’m tough enough!”

“You’re just another schmo, that’s why not. The last thing i need is another one fight loser who backs out after her first bout! I've had enough losers! I wanted a Winner! And Mac, that guy had everything you’d need in a winner, he has POWER! What’ve you got?!”

Pages has hopping mad now, jumping up and down as he shouted at the orange farm pony. Applejack glared back, just as Angry.”

“I can do this! I won’t lose so easy, just gimmie a shot!”

Total Pages was livid. He shivered with rage as he stared back at the taller pony.

“Fine! You want a shot?! You got one! But the conditions change. You lose, you get NOTHING! Your opponent keeps every bit”

“Fine, but If I win, I get it all, my opponent loses his winnings, and its all MINE!”

“Deal!” and with that, Pages turned in a huff and stomped upstairs.

Applejack stared after him for a moment, her heart pounding. She stared down at her hooves and wondered what to do next. She wasn't even sure where the ring was from here.

“You okay, Applejack?” asked a small voice. She turned around to see Scootaloo watching her, deep concern in her eyes.

“Heya Scoots. You know much about this match?”

“I know it was supposed to be Big Mac, not you. If it was him, it would be a given who wins. Have you ever even fought before?”

Applejack smiled and nodded her head.

“Yeah, I've helped the others fight a big ol’ beastie or two. Took down more than my share a’ Changelings during the invasion. I bet I can handle one little dust up.”

Scootaloo watched her carefully and then walked past the larger pony.

“Follow me, I’ll take you to the ring you’ll be using. And, if it’s okay with you, i’ll stay there and tell you what I can.”

Applejack smiled and nodded. She followed after the little orange filly, up the stairs, and to her future.

Twilight, Rarity and Pinkie found their tickets had given them seats very close to the front of the action, and all of them were a little scared by what they saw. The area this time was very different from the arena Pinkie had seen the previous night. It had a much smaller number of seats surrounded the ring itself, and the place seemed much more sparsely populated.

The ponies that surrounded them seemed to be a rowdy bunch, mostly drinking wheat beers and cheap ciders.

“Will Big Mac really be okay?” asked Twilight as she looked around. She’d never been stuck with such a rough crowd before, and was more than a bit freaked out. Rarity rubbed her back gently.

“Big Mac is an unusually tough pony. I’m sure he won’t be hurt, and after one little dust up, he’ll probably just quit the whole thing.”

Pinkie simply shivered in her seat. The whole building stank of violence and blood. She could taste it, feel it, all the ponies getting hurt, often badly. She could barely stand being here. What she really wanted to do was run back to her home and curl up with Gummi, hiding under the covers. This place made her physically ill, and she was afraid that if she talked too much, or moved to much, she would be sick all over the floor.

She turned to watch her friends. Twilight was obviously freaked out by all the lowbrow ponies. She wasn't really a snob, but she wasn't used to how rowdy some of the more down to earth ponies could be.

Usually Rarity hated this sort of atmosphere as well, but she seemed oddly calm, almost put at ease by the environment. She regarded the whole setup with a long cool gaze, even as she comforted her nervous friend.

A bell loudly began to clang and over the megaphone an unseen announcer began to make his calls.

“Fillies and Gentlecolts! Tonight we have an exciting new match, between an old favorite, and a new challenger!”

The crowd hollered its approval, too small to be a real roar there was still much applause and many cries of excitement. The three friends in the stands watched quietly compared to the rest of the crowd.

“In this corner, our old favorite, he’s big, he’s bold! He’s a bit slow... The Immovable Hard Rock!”

A Large unicorn made his way down the side Aisle and hopped easily into the ring. He was green with a brown mane that almost hid his horn, and was more than a bit pudgy. His cutie mark was a concrete cinder block.

“Is it just me,” asked Applejack from behind her own door. “Or doe she look a mite familiar.”

“Hard Rock is Total Papers big brother. He isn’t too bright, but he’s pretty strong, and he can take a pounding. Not really one of the big winners, but he’s Papers last client.”

“Why do they call him immovable?”

“Oh, every pony gets a nickname. Usually based on how well you do during your first few matches. Hard Rock never backs down, and he’s pretty hard to topple. So they called him 'Immovable.'”

“Oh, right. Say, if everypony gets a nickname, what’ll mine be?”

Scootaloo grinned at Applejack and pointed to the door.

“The same one everyone gets for their first match, and for as long as they can keep it. Go find out! That’s your cue!”

Applejack readied herself just as the curtains began to move.

“And in this corner, the challenger! This tough Farm Pony hails from the edges of town and is sure to shake things up here tonight! I give you, the Undefeated APPLEJACK!”

“APPLEJACK!?” cried all three of her friends at once.

Undefeated, thought Applejack as she nervously made her way down to the ring. She supposed that was technically true at this point.

Come on now, AJ, this is just like a rodeo crowd, no need to be nervous.

Applejack trotted down the aisles glancing at the small crowd who had turned up for her fight. Her eyes went wide as she saw her three friends, staring at her with their mouths open, and for a second, she almost backed down then and there.

But no.

She’d made her decision, and she was a stubborn pony.

She hopped into the ring and stared across it to her bigger opponent. She glanced back to the crowd and was slightly surprised to see Scootaloo had followed her down to the edge of the ring, holding a bucket of water and a small towel.

Applejack looked and saw that another pony she didn't recognize was doing the same thing at Hard Rock’s corner of the ring. She took a half step back to wave to the crowd and looked back at Scootaloo.

“What’re you doing here?”

“I’m your ring coach! I can give you advice, and if there’s a time out i can wipe you down with the towel and give you some water!”

“And Pages had set ya'all up for this?”

“Nah, Pages doesn’t think you’re worth backing, so he just gave the guy he was gonna give to Big Mac the night off. Don’t worry, I can handle this!”

Applejack frowned and turned back to her opponent.

Hard Rock was a mighty big stallion, but it looked like he was more fat than muscle. A bell rang and Applejack had her chance to find out.

Applejack dashed forward, she did a quick roll at the last second and stood on her hind legs, giving a couple of quick jabs to the bigger pony before ducking down and leaping back.

Just like the fight from last night, the larger Pony would swing his huge hoof down, but his opponent was already away and jabbing somewhere else.

Just like last night, thought Applejack, I can be as quick as that Pinwheel feller, and this guy ain’t no Titan. I’ll wear him out and take him down.

“What’re you doing?!” wailed Scootaloo from the sidelines, but Applejack was too focused to hear her.

Hard Rock took a few swipes here and there at the smaller pony before finally getting the timing right. Other ponies tended to think he was dumb, which wasn't really true. Oh, he had trouble with book smarts and remembering names and date and such. But he wasn't dumb. Now this little Apple pony? She was dumb. Rolling in and out like an acrobat, when clearly she had no training for it. And she was following a pattern. And all he had to do was wait for the right moment and then...

SMACK!

The sound reverberated throughout the hall and every pony in the audience cringed with the sound.
Hard Rock’s hood had landed squarely on Applejacks forehead and sent the smaller mare flying into the ropes. She bounced off and landed on the matt in a heap.

A Pegasus judge swooped down to inspect the orange pony. As she turned to call the match she stopped when she felt a hoof press into her leg.

“Ain’t done yet...” said Applejack staggering to her hooves. A long shallow cut on her head was bleeding badly, and getting into her left eye. She squinted it shut bit glared daggers at the referee, daring her to challenge Applejacks ability to fight.

The Judge watched her and the cut for a second and turned to the crown.

“One minute!” she cried making her way back to the ceiling. Hard Rock turned made his way to his corner as a clock began ticking away the seconds.

Applejack blinked, unsure of what had just happened but turned as Scootaloo waved frantically at her.

“It’s a time out! She’s giving you one minute so I can wash that cut and you can regain your senses! Get over here!!’

Applejack nodded and stumbled over to the corner sitting down and lowering her head. Scootaloo dumped water over her and quickly dried it up with a towel, blotting away the blood.

“So what is with you out there?! Why are you jumping around like a Jackass?”

Applejack shrugged as her thoughts began to return to her, she took a few deep breaths and began to think clearly.

“I dunno. I watched that fight yesterday and it seemed to work well for that Pinwheel Feller’. I mean, yeah, he lost in the end.. but still.”

“Flip Flop is an acrobat,” Scootaloo slapped a bandage quickly onto Applejacks head as she talked.

“He’s used to speed and tumbling. It’s how he fights. You need to figure out how YOU fight. Have you ever had any training at all?”

“Nope.”

“I thought you said you fought against the changelings in the invasion?”

“Well, that was different...”

“How?”

“I had to get out there and hit ‘em with everything I had! I couldn’t afford to do no thinking, just go with the best I got.”
Scootaloo nodded and finished cleaning up Applejack.

“That’s what you gotta do here AJ. Don’t mimic some other guys strength. What are you good at? How can you use that. What makes you such a strong farm pony?”

The Bell rang and Scootaloo jumped out of the ring. Applejack stood and looked back at the little filly. Scootaloo grinned broadly and waved her forward.

What am I strong at, she thought to herself as she made her way to the center of the ring. The larger Unicorn did the same, marching straight to his opponent with an intent to crush her quickly and end this fight.

I’m not as strong as Big Mac, she thought to herself. She stood, frozen in the center of the ring. Not as strong as my brother.

Hard Rock reared upwards and loomed over Applejack. She looked tiny next to his massive bulk.

In the crowded stands, Twilight and Pinkies eyes went huge as they saw their friend about to be crushed. Scootaloo swallowed hard and cringed backwards.

Rarity spoke softly to herself, calmly, In words no one else could hear.

“This fight is over.”

Hard Rock slammed down with all his weight and found he had stopped half way down. He was confused, unsure what had happened when he heard a voice from beneath him.

“I ain’t as strong as my brother”

Applejack pushed her front leg up, she had caught both of his hooves in her one, they wedged together to bring his massive weight down, and had been stopped by Applejack simply raising her right hoof.

Boggled by this impossible sight, Hard Rock leaned back and brought his weight down again, bouncing back and forth against the unmoving hoof of the tiny mare.

“Not even close to him. But i’m still pretty dern strong myself.”

With that Applejack wedged herself underneath the large unicorn and shoved upwards with all her strength. Hard Rocks rear hooves left the floor, his eyes wide as dinner plates.

As he windmilled his legs trying to regain some semblance of balance or sanity, Applejack spun around on her front hoof and reared her legs back.

No, she thought to herself, don’t want to really hurt him, one is enough. She shot out Kicks McGee with far less than her full power and struck Hardrock straight in his gut.

The oversized Unicorn flew out over the ropes and into the crowd, slamming hard into the bleachers and bouncing twice before coming to a stop.

The arena was silent. No one spoke a word. In the stands, Twilight and Pinkie gawked openly. Scootaloo’s mouth hung open, and inside the rear box looking through the one way glass, Total Pages stood completely stunned, his brain having shut down.

The Pegasus Judge flew down and inspected Hard Rock quickly before returning to the Ring. She took Applejacks hoof and held it in the air.

“Winner! The Undefeated APPLEJACK!”

Down in the locker room again, Applejack sat still while Rarity applied her sewing skills to the cut on her forehead, with Scootaloo helping to wipe it clean as she did. Twilight hopped in circles like a little filly, and Pinkie sat quietly in the corner. Her face completely blank.

“I can’t believe you did that! We were so scared and then you just tossed him aside like he didn’t weigh anything! I mean, I knew you were strong AJ, but not THAT strong! That was an incredible display of the sweet sciences!”

“I do rightly appreciate your enthusiasm Twi, but my head is kinda achin’ a bit after that hit I took and i’d appreciate it if ya stopped pretendin’ you were Pinkie Pie at a birthday party!”

Twilight stopped and lowered her head blushing deeply.

“Sorry, I guess I was just a bit too impressed.”

“It was a good match dear, but really, this sort of thing is no place for a pony such as yourself. you have so many other fine qualities and such lovely features, why risk it all for this?”

Rarity finished sewing up the cut with her usual skill and tied off the wire tightly, causing Applejack to flinch a bit.

“I know Rarity, and I won’t keep it up too long. But I just won two hundred bits, and that’s from a weak little fight like this. If I can get just one or two big fights, The farm’ll be more than just safe for a few years, we may actually be able to expand and get ahead!”

Rarity took a deep look into Applejacks eyes. Rarity knew that look, that set of determination, the desire to move forward and win at all costs. She saw it in the mirror every time she was preparing to sit down and design a new dress.

“Oh very well, but you must be careful. And I insist on being here! I won’t have some hooligan doctors who can’t get real jobs messing with your bumps and bruises.”

“Oh me too! I want to see how well you can do and what kind of moves you have!”

Twilight practically bounced with excitement. Applejack looked away a bit dejectedly.

I don’t really have moves, none. I can do some stuff cause it’s like the races at the rodeo, and I know i’m pretty strong and should use that. But I mean, I don’t rightly know how to throw a punch, and I hit that poor unicorn quite a bit harder than i meant to.”

“Oh I can help with that,” said twilight nodding her head, “I was looking into it this afternoon after i found out about all this, and I have volumes of books on different pony martial arts, from fighting basics to advanced Krav Marega. I’m sure with a little work and practice, we can figure out the right way for you to use that strength!”

Scootaloo hopped up next to Applejack and stuck her chest out proudly.

“And I’ll stick by you too! I know all the fighters here and all their moves! I’m the best Ring Coach you could ask for!”

Applejack grinned at all her friends, amazed and buoyed by the support they were showing her. She didn’t notice Pinkie slip silently down and out the door.

Scootaloo sat in thought while the three friends hugged.

“So what do you think your nickname should be? Super awesome muscle Applejack?”

Twilight raised an eyebrow at that.

“Maybe something a bit more accurate? Applejack the Tree Bucker?”

Rarity rolled her eyes.

“Please Twilight, that has no Pizzaz. You need a nickname that’ll scream your style. Like, All Star Applejack!”

“Actually.. I think I like The Undefeated Applejack”

The others turned to stare at her. Scootaloo raised an eyebrow.

“But, Like i said, that titles only yours for as long as you can keep it. No one ever gets to use it for more than a few matches. I mean, once in awhile someone really tries to drag it out, and gets, two, or three in. But if they’re still using that title, the promoters will pit you up against someone way out of your class, just to knock the wind out of you.”

“Well then. Guess i’ll have to put a bit of effort into keeping then, dontcha’ think?”

Applejack lay back on the bench, grinning ear to ear as her friends discussed her decision. For the first time in a long time, Applejack felt like she wasn't a failure. Like life wasn't all grey and full of loss. She really did like that title. And there was no way she was going to give it up.

She closed her eyes and thought to herself. I am Applejack. Applejack:Undefeated.

Chapter 2

Sunlight streamed through the curtains and crawled across the floor and over the small practical bed. The beam inches its way down the pillows until it fell over the face of a peacefully sleeping orange pony.

Applejack felt the heat on her eyes and forehead and slowly began to wake, scrunching her face up in resistance before taking a few tentative blinks.

She gave a long, deep yawn and rolled over, putting the sun to her back, and considered simply curling back up and going back to sleep.

But no, now that she was awake, sleep would not come back for her, and her eyes stubbornly refused to remain closed.

After a few more minutes of enjoying the warm sheets, Applejack gave a deep sigh and pushed herself out of bed. She walked slowly over to her vanity set against the wall. Like all of the things she owned, it was solid and practical, with thick oak drawers and a plain mirror set into a simple oval.

She sat down in front of the old furniture and put her hoof into the loop of a brush before beginning her gentle morning ritual.

It took a long time to brush such a lengthy mane, and Applejack had always found the slow steady rhythm of it quite relaxing. It was a good way to wake up and begin her daily routine, with the smooth gentle act of grooming herself.

She paused and looked at herself in the mirror, sensing that something was different today. She stood on her hind legs and leaned in closer to inspected her own reflection. Her eyes were still their usual emerald green, her coat still orange, with three white freckles appearing on either side of her muzzle, and her hair was straight, if a bit frizzled from bed.

What was it she had seen that seemed strange? What had been so different that... Ah..

Now Applejack realized what it was, what had changed so dramatically from yesterday. Her lips were parted in a small, happy smile.

When was the last she had brushed her hair and seen herself smiling in this mirror? It must have been a long time ago, she thought to herself. Thinking back she simply could not remember. All she could recall were hundreds of mornings where she had sat here, with a blank stare and simply gone through the motions.

Her smile slowly split into a large grin as she stood there, staring at herself in the mirror and, for the first time in a long time, she felt happy with what she saw.

Downstairs, Applejack found her breakfast, an omelette with some apple-pancakes and a small bowl of yogurt, had been left on the table. It had gone a bit cold but was still nice and filling.

As she ate an elderly green mare walked in from the next room holding a small bucket and washcloth in her mouth. Granny Smith smiled upon seeing Applejack sitting at the table. She set the bucket down on the floor and looked up with a playful grin on her face.

"Well good Mornin' Sleepyhead! You came back so late last night I figer'd you could use a few extra hours ah nap time, but I didn't think you'd stay up there and play Rip Vanner'winkle!" Applejack blinked at her granny's playful admonishment and looked up at the clock on the wall. It was almost noon, an abnormally late start for her indeed. She was so used to waking up with the Roosters, she felt as though she had slept away half the day already.

"Aw Horseapples, I'm sorry Granny! I got this new job last night and, well... It's a lot of hard work, but it's honest, and it pays really good. I guess I just got so plum tuckered out.." Granny waved a hoof at her granddaughter and shook her head.

"It's alright dearie! With the harvest ruined there ain't nearly so many chores to be doin' anyhow! Big Mac said he'd take care of yours and he got 'em and his own done so lickity split he's already off takin' a long lunch down by that field ah daisies growin' in the back thirty."

Applejack visibly relaxed upon hearing this. There was more free time than usual around the farm, but she still didn't like slacking off on her chores. She hated work that wasn't done or wasn't being done.

"So what's this about a new ocky-pation that ya'all is takin' up?"

The elderly mare had sat down across from Applejack and looked at her with interest. The stare was polite and curious, but Applejack could also see a glint of hope in it. The farm wasn't in any real danger, but things would be tight without a new source of income, and clearly Granny was desperate to hear some good news.

"That's right. Down by the warehouses on the other side ah Ponyville. It's uh.. a lot of physical work, and it's kinda on the hush, hush. Er.. Government stuff, you know how it is."

Applejack grinned crookedly but Granny didn't seem to notice her lies and instead nodded her head enthusiastically.

"Well that's great to hear! Always glad to see muh family doin' its patriotic duty!" Granny smiled a bit shyly this time and looked around conspiratorially.

"It's gots tah do with them griffons again, ain't it? Them fish eaters was big trouble back in my day, ya'know"

Applejack rolled her eyes. Granny was a fairly forward thinking pony for her generation, but she still had a tendency to judge non-ponies, or ponies who acted a bit too weird. Not that she was completely innocent of that herself mind you. She was terribly embarrassed everytime she thought back to how she used to treat Zecora.

"I can't really say, but I don't rightly think so. Anyway, I left the money from last night over on the console by the front door. Go ahead and add it to the farms coffers."

As Granny Smith went to check the bit pouch, Applejack quickly finished off her breakfast and put the dishes into the sink.

"Holy Moley! There must be close to two hundrid' bits in here!" Granny's voice echoed through the house Applejack slipped out the side door and began making her way to Ponyville.

-----------@@@-----------

Everything seemed brighter. The colors were sharper, the sky more blue, the tree leaves a deeper green. Even the ponys seemed more real than they had in months.

She waved happily to Cloud Kicker as the Pegasus pushed a cloud past. Applejack made her way through town, admiring all the sights as if seeing them for the first time. She stopped and watched Rose tending the flowers that were her namesake, prepping them for the next days sale at the lunch counters.

Had her hair always had that extra streak of pink in it? Applejack wondered if she'd just never noticed it before or had simply forgotten.

It was hardly the only little detail she was noticing with what felt like the first time. She saw the look in Lyra's eye as she glanced at Bonbon, the same look in Noteworthy's eye as he glanced at Lyra. She even noticed the little Muffin shaped buckle on Derpy-doo's saddle bag as she flew past, a bit too low, with the daily mail. It made sense of course, especially after that whole, Muffin incident last spring.

She grinned broadly and closed her eyes so she could focus her hearing on the happy sounds of chatting ponies, or of music playing. Life was so much better today, so much more full than it had been in so long.

"Applejack."

A sharp voice interrupted her revelry and she blinked her eyes open, glancing around a bit before settling her eyes down on a certain Pink Pony.

"Well Howdy Pinkie! Ya'all left in such a hurry last night, I didn't get to thank you for comin' out and supportin' me!"

Pinkie trotted up to Applejack with a deep frown on her face and an unusually serious look in her eye. Applejack was a bit taken aback by this very out of character reaction from Pinkie, and was quite a bit more taken aback when pinkie pressed her muzzle right up in her face.

"You aren't going back," stated the angry pink pony. It hadn't been a question, or a request. It was a statement of fact and one that Applejack was a bit confused by.

"What are ya talking about Pinkie? Go back to where?"

"You know what I mean! Go back to that place, with those bad ponies. You aren't allowed."

Now Applejack felt herself flush with anger. She had no idea what Pinkie was going on about, but she never liked being told what she could or could not do. She took a step back and lowered her head a bit.

"Now hold on here, you ain't got no right in tellin' me what to do! I'll do what I need to, thank ya'all very much."

Pinkie gave a loud, short grunt of frustration and leapt at the orange farm pony.

"YOU DON'T NEED THAT PLACE!" she screamed as she grabbed Applejack and began shaking her.

"You don't and you can't go back! I won't allow it! Promise me!"

Applejacks eyes rolled in her head at the sudden onslaught and she shook herself back to her senses.

"What is wrong with you Pinkiie!? Let go ah' me!"

"No! Not until you Pinkie Promise! I won't allow you to go back and get hurt by those big mean hurty ponys!" She gripped Applejack tightly, squeezing the Orange Earth pony as hard as she could. Applejack was having a hard time breathing and getting more and more angry with her normally bubbly friend. She squeezed her eyes shut and pressed her front hooves against Pinkies chest before giving one last hard shove.

"I said, LET GO!"

The pressure released and Applejack fell backwards without Pinkie holding onto her. She opened her eyes jsut in time to hear a hard thud come from across the road.

Looking around she saw dozens of other ponies staring at her, with more looking across the street. They had stopped to see what the commotion had been about, what could possibly get Ponyvilles perpetually pleasant and perky party pony so provoked! Applejack scrambled to her hooves and saw Pinkie Pie across the street and half embedded into one of the towns decorative trees, her eyes crossed and rolling in opposite directions.

"Pinkie!" Applejack cried out and galloped over to her stuck friend.

"I'm so sorry Pinkie, I.. I didn't mean to.."

Pinkie shook her head clear and ignored Applejack pressing her hooves against the tree and with a hard shove she pulled her head out of the wood and gave her head a shake. Once she had regained her senses she glared at Applejack and turned away from her, galloping off and down the street.

"Pinkie!" But it was no use, her friend was gone.

-----------@@@-----------

"So, what exactly are we doin' now, again? And this time with smaller words please?"

Twilight sighed melodramatically, and closed her eyes. Why did other ponies have so much trouble understanding her? She spoke clear Equestrian. She had a considerable and detailed vocabulary. She always spoke with complete accuracy and often described precisely what she meant in great detail. Yet still, clarity seemed to elude her.

"Boxing. We're doing some simple boxing, so you will be able to punch better, okay?" She cringed at her own abuse of Equestrian, but sometimes you had to make sacrifices in the name of communication.

Applejack stood on her hind legs in the basement of Twilight's Library, a pair of cushioned gloves on her front hooves.

"Well, I guess that makes a bit ah sense, but I mean, why? If'n I'm a gonna' try and hit somepony, it'll be with old Bucky McGillycuddy and Kicks McGee. I thought we showed in the first fight these little punches don't mean much."

"Quite to the contrary. You hit several times with your front hooves, and you certainly showed you have the strength to use them. Your problem is Technique, and I calculate that if we can get you to punch right, you'll be over Fifty-Six Percent more efficient at taking your opponents down."

"Oh, yeah. That makes sense."

Twilight had a way of making Applejack feel stupid. She knew it wasn't intentional, and that it probably wasn't even really a fair comparison. Twilight was ludicrously smart and often pointed out obvious things to ponies who should know better. This was just such an example, she had even come to Twilight to take her up on the offer of learning some new fighting moves, and the first thing she does is question her advice.

Applejack chewed this over as she stared at the punching bag in front of her. She had a very similar one back at the farm, with a detachable chain. It kept snapping off when she practiced kicking it, so she'd got one where if that happened she could just re-attach it and not have to buy a whole new chain every time.

She leaned back and pushed her right leg forward hitting the bag as hard as she could, it rocked back a bit bust mostly spun in place from her hit.

"Not like that! Remember, keep your elbow straight and turn a little with the punch! Also, make sure you land it straight in the center of the target, otherwise they don't feel the full force."

"Right, elbow straight, roll with punch, right in the center."

Applejack struck again, harder this time causing the bag to swing away from her. Twilight smiled and clapped her hooves together.

"Perfect! Now do that ten times with your right hoof, than ten with your left, than a hundred times, switching back and forth!"

"Wut?"

Twilight lifted a large book into the air and flipped a few pages. It stopped among a series of illustrations of a pony's arm in different stages of a swing.

"According to Casspian Clays Perfect Primer to Pony Pugilism, a potent punch is produced with practice!"

Twilight had been studying all night to find the best possible way to help Applejack, and she'd found dozens of books describing styles and techniques. Many of them had illustrations and rather exact instructions on the best possible way to prepare for upcoming matches. She'd converted part of the considerably sized basement into a mini Gym just to help her friend. It had been a lot of hard work but she knew it would be worth it.

Seeing Applejack in that ring had been amazing. She'd always known her friend was strong, but she had never even guessed at just how much muscle must be under that fur. It was incredible, she had moved so fast, with so much strength. And that look in her eyes, that utter confidence. Twilight watched Applejacks muscles moving as the farm pony struck at the bag again and again. Slowly building a rhythm to her strikes, causing the bag to move back and forth in time to her punches. Twilight found herself mesmerized by the steady movement of it all the precise timing, the stretch of muscles under skin, the steady thump, thump, thump of..

"Twilight? You okay?"

Twilight blinked, brought back to the real world by Applejacks words. The farm pony had stopped her punching and was now standing in front of the bag sweating. How long had she been caught in her little trance, Twilight wondered.

"Sorry, what? I was uh.. caught up in my book.. Aheh..." She grinned nervously but Applejack just nodded her head and sat down on her haunches taking a few deep breaths. This was hard work, and she liked hard work. It was different though, than what she was used to. She would practice her kicks with drills like this during the winter months, just to keep the old Bucking legs limber, but standing on her hind legs and punching with her front for so long was a total reversal of her usual workout. She felt muscles she rarely used start to ache and stretch.

"Well that's fine an' all, I could use a minute. I was just wonderin', what's next? I finished all them punches you wanted."

"Right! Next!" Twilight's horn glowed and she picked up several books, not just on pugilism but on general training for fighting and flipped through them till she reached the pages she had been seeking. She smiled smugly as a list floated through the air toward her and she checked off the first item.

"I have prepared a comprehensive training regime designed to give you the maximum results based on your current skill levels and raw physical abilities! Since you're already one of the best Athletes in Ponyville, I predict that we'll have you well trained in no time!" Twilight was obviously very pleased with herself.

"That's nice and all Twi, and I am rightly thankful to you, but what, exactly, is next?"

"Blocking and dodging!"

Applejack raised an eyebrow at this as Twilight stood up and did a few stretches of her own.

"Blockin' and Dodgin'? And uh.. am I gonna be blocking, your punches?"

She couldn't help smile to herself as she thought of how clumsy and slow Twilight's little punches would be. Heck, she might not even have to dodge them at all. Maybe she'd just stand there and let her little hooves bounce right off. Could be nice, like getting a little massage.

"Nope," Twilight said as Applejack fought hard to keep from snickering. All around the purple Unicorn a series of hard rubber balls rose steadily into the air, held aloft in a purple aura, hundreds of them began to spin around the basement, slowly at first but rapidly gaining momentum.

Applejacks amusement turned to horror as a few of the balls bounced off walls and shelves, often with enough force to create a loud thumping noise, or to send objects flying.

"If you can dodge a ball, you can dodge a punch!"

Applejack fought hard not to scream.

-----------@@@-----------

Total Pagestook deep panting breaths as he stood at the door to Carousel Boutique, he had a saddlebag full of papers that he'd been lugging around all day and was completely exhausted. His trip down to the apple farm had been met only with looks of confusion and an admission that no one knew where Applejack was today. She'd apparently left just before noon without bothering to tell anyone where she had gone.

After that, Pages had run all around town, asking everypony he met if they knew where the farm pony had gone. Hours of searching later, he had finally heard a rumor that she was with her pink friend and had finally made his way to Sugarcube corner.

Unfortunately that crazy pink pony was more interested in abuse than reasonable conversation. She had screamed at him incoherently and chased him from the bakery with a weaponized croissant. Pages had only escaped when the weird little Earth Pony was being held back by a tall yellow stallion and his blue wife who he could swear he knew from someplace.

It was only luck that shortly afterwards, while nursing a few bruises in the park that he had seen a familiar white unicorn make her way down the path and into the sizable shop. At first he had intended just to jump at her and beg her to tell him where he could find Applejack, but he was cautious after the incident at the bakery.

More than that though, he had taken a few minutes to watch this white and purple pony and couldn't help but find himself a bit intimidated. Her shimmering coat, her perfect muzzle and those deep blue eyes. She was a rare beauty indeed. Pages wasn't usually so self conscious, but he had never been very good with mares, and something about this one had reminded him how short and dumpy he was, and how ill fitting and frumpy his tie and saddlebags were.

Still, he thought to himself, this is no time to be self conscious! He had to get back in touch with his meal ticket! Really, as much for her sake as his own.

He reached out and knocked hard on the door, hearing a very cheerful and charming voice respond with a graceful invitation to come inside. Swallowing hard he opened the door. The room was large and circular, clearly set up to be both a gigantic showroom and a practical working space at the same time.

"Welcome to Carousel Boutique, where everything is.. oh.. it's you."

What had started a friendly, if practiced greeting, ended in a flat, almost haughty tone as the beautiful mare turned to face Pages. She looked down at him with a disdain that was palpable and could probably melt the brass off of a doorknob.

"Hi, look Miss, I'm sorry to bug you, but I really need to get in touch with Applejack. do you know where she is?"

"And why would I tell you something like that? Applejack informed us how you had made it quite clear that you weren't interested in dealing with her at all. Change your mind now that you've seen just how wrong you really where?"

Her tone dripped with sarcasm and Total Pages looked down at his front hooves guiltily. He took a deep breath and looked back up at the beautiful unicorn, staring straight into her eyes.

"Yes. I made a mistake, a stupid one, and I'm willing to pay for that."

Rarity blinked and raised her eyebrows, she looked more surprised than annoyed now and raised a hoof beckoning the other unicorn to continue. Pages shuffled a bit nervously but managed to go on.

"She still needs me. She needs a sponsor, someone to schedule fights and deal with the officials down at the arena. I may not have the best set up, but it's better than her complete lack of one."

"And why shouldn't she get a better sponsor than? Or even just do it herself. Ponys have successfully run themselves before, you know."

"Yeah, but that's really rare. Only three ponys I know of have pulled that off, and all of them are so good they could afford to take the time and do it themselves. Applejack is good, and going to be great, but she isn't there yet. As for why she shouldn't swap me for another, well, I learned my lesson. Any other promoter you find is going to think she's too green, even with all her strength. But me, I stood there and saw it with my own eyes. Not just her muscle but..."

"Her Spirit" they both said at the same time. Pages blinked, a bit startled that the designer had spoken the same words as him. He recovered quickly and nodded his head.

Without a word the white pony had turned around and grabbed a small saddlebag. She walked over to Pages and with her magic pulled a changing screen around them. He cried out a bit as he felt his bags ripped off by her magic and then something happened to his mane and he suddenly felt quite a bit warmer.

"There we are!" she tittered happily as she admired her work. A mirror floated over and a rather surprised Pages saw that his mane had been elegantly combed, and that he was wearing a brand new three piece suit with a matching hoof stitched and monogrammed set of saddle bags. A quick look found that even all of his paperwork had been moved transferred to the new bags. And, apparently, Alphabetized. Did they used to have those little filing tabs on them?

"Come along now, you need to dress properly if you're going to apologize, and if I'm going to be helping her convince her to take you back i demand you look like a proper gentlepony."

Pages had to admit he looked pretty slick in this new getup. Mostly though he was impressed with his mane, which had always been a bit thin and had started to get even worse over the past few years. Somehow this pony had made it hardly noticeable in less than a few seconds.

"Wow this is great! I Don't know how I can ever repay you Miss.. uh...er.."

"Rarity," she said, with a light bit of mirth in her voice.

"And don't worry about how you can repay me. I already put the bill in your too do folder."

Pages paled at this and wondered just how much this new suit was costing him. Was this undershirt silk? Because it felt like silk, and he didn't really need quite so expensive a material. And what exactly were these cuff-links made of too? He prayed quickly to Celestia that they weren't real gold. as he followed the Fashionista outside.

-----------@@@-----------

In the main room of the Library, four ponies, three unicorns and a rather battered looking earth pony, all sat around a table and discussed important things.

Mostly it was percentages, insurance rates, potential marketing deals, and the names of a few potential opponents who could be interested in taking on the new challenger.

None of this is as important was what was going on downstairs, in the basement.

There is a window, near the roof of the basement, that rattled a bit and suddenly squeaked open by just a few inches.

Something tiny and white began to push its way through the opening, it squeezed in and immediately fell to the floor below, landing with a quiet thump and bouncing once or twice. Anyone who looked at it would easily mistake it as a tiny Miss Smarty Pants doll. It had similar enough proportions, and had the classic over sized stitches and patchwork holding it together.

But this thing was not made of cloth at all. It blinked two large oversized eyes and slowly sat upright. Looking around the room it fixated on a brush in the corner, focusing intently on it. It quickly scranbled to its hooves, and then began to fly. It was not graceful.

Rather it tumbled through the air, in a herky-jerky motion, always turning its head, often at impossible angles to stare at the brush. It's legs flailed wildly and in sharp motions that should have been too long to be so fast. Finally it landed with a small thud next to the brush and inspected it closely.

"No no, this won't do at all!" cried a voice inside it's head.

"Look at it! That hair is purple! No, this just won't do."

The tiny patchwork pony didn't think, not in any real way as we know it, but it did understand. Slowly it began to rise into the air, making a sort of hiccuping noise as it went, it's legs flailing strangely, and it shot straight back to the window, squeezing its way outside and disappearing into the sky.

Chapter 3

Applejack felt the hoof press into the center of her face. The whole world seemed to be moving so slowly, she could feel the pressure of the hoof increase. It moved like molasses, the pain crawling across her jaw and into her skull. The lights overhead seemed to burn her face, her eyes, her whole body.

Everything was compressed by the blow, her eye's rolled back into her head, but she didn't have time to even stagger a step back before the second blow struck, this time from the other side. This blow was even harder, and her teeth shook and her world slowly started to turn black.

She knew there was something to this. Something she had to do. She had to remember...

If she could just remember...

-----------@@@-----------

"So he still hasn't found anyone?"

Twilight continued to read her new book as she lifted up a few feet from the ground. Her question hung in the air for a few moments before Applejack grunted out her answer.

"Nope.. Pages said.. he can't.. find.. anyone yet..."

Twilight lowered back down being careful to keep her book at level with her eyes. She shook her head and frowned at the news.

"It's been almost a week since your last bout! What could possibly be taking so long?"

Applejack grunted in response and pushed herself up again, mentally ticking off the count. The pushups were not new to her, but the quantity and the weight were stretching muscles she rarely used. Most of the time, she just used her front legs just to brace herself for a good hard bucking.

"Dunno.. can we.. talk later?"

Twilight ignored her request and closed the books sharply letting them settle down to the floor even as she began to rise again.

"I really wish we didn't have to rely on him. He told us he had all these connection and could get you the contacts you needed, but so far, he's completely failed to deliver!"

"Well.. he did.. admit.. that he was.. in a slump..."

Twilight grunted and waved her arms in frustration as she began to lower down again.

"It's so annoying! Aren't you eager to get back in there?! I want to see if all this training and my system is really working!"

Applejack strained hard, squeezing her eyes shut and sweating bullets down the side of her face.

"Twi... later.. please?"

Twilight blinked and looked down into the pleading eyes of the orange mare whose back she was perched on.

"Oops.. aheh.. S.. Sorry!"

She curled her hooves up under herself and held still as Applejack grunted her thanks and began to move again. Ten more pushups and she finally gave a triumphant grunt before collapsing on the floor. Her drop was a bit too quick and Twilight tumbled off with a squeak.

"Two.. hundred.. and.. fifty..."

Applejack panted as she lay on the cool wood floor in the libraries basement. She rolled onto her back and splayed her legs out. Her chest heaved up and down as she struggled to catch her breath. Twilight rubbed her backside a bit as she stood up and looked over to watch her friend recuperate.

"I think that may be enough for now AJ. You should probably take the rest of the afternoon to rest and let the muscles heal up."

"Oh thank you sweet Celestia..."

Twilight chuckled and trotted to the other side of the room where a wooden counter had been recently set up, with a small fridge and several bowls of fruits and vegetables. As Applejack's breathing slowly returned to normal Twilight started gathering several ingredients together.

Applejack opened her eyes as she heard the quick whining noise of a blender set to high speeds. A few seconds later Twilight trotted back with an unholy looking green concoction. Twilight grinned and lowered the drink down next to Applejack. She watched it for a second, noting the large green bubble slowly form and pop with a wet, somewhat vulgar noise.

"Twi, how long am I gonna have to keep drinkin' this slop? It ain't really fit to feed to the pigs, nevertheless a poor overworked farm pony."

Twilight chuckled at the sincere look of hopelessness in Applejacks face and moved the drink a little closer.

"Come on now, we talked about this. Whey proteins, eggs, carrots and lots of other good stuff are in here to help make you nice and tough! Your push-ups have already improved significantly in a remarkably short amount of time, partly thanks to this decently designed and definitely delightful dietary dish!"

Applejack couldn't help but wonder what was more likely to make her ill, the healthy, but disgusting, drink, or Twilights obsession with alliteration.

With a sigh of resignation she took the cup and loudly gulped down the vile mixture. The taste really was indescribably bad, but it was also filling, and Applejack had to admit, she seemed to have far more energy these past few days, and she'd needed it, with Twilight's brutal workout regiment.

She belched loudly and set the set the glass down on the counter next to her. Twilight shot her a disapproving look, causing Applejack to give a light chuckle of embarrassment.

"Pardon." she said demurely and after a moment the two friends burst out in laughter.

-----------@@@-----------

Total Pages ran like the wind. A very slow, out of shape version of the wind, but like the wind none the less!

He screeched to a stop at the front of Ponyville library, taking large gulping breaths. The trip from the arena had been a long one, and was much farther than he was used to going at this pace, but his excitement had carried him here with only one or two quick stops for some water. And a snack or two. And of course that yogurt stand.

"I can't.. believe.. I ran... so far.."

"We were running?"

Pages turned to glare at Scootaloo, who was sitting next to him with a confused look on her face. He rolled his eyes and opened the front door of the library. Inside he found Twilight and Applejack sitting at the central table enjoying a light lunch of sliced melons and grape juice.

"Hey! There's my favorite Fighting Pony!"

Applejack looked up with a big grin, while Twilight gave him a more cool gaze. Pages gulped a little, remembering the contract negotiations and how horrifyingly adept this little purple unicorn had been at making sure his percentage was a small as possible. She didn't seem to have forgive him yet for his earlier mistakes.

"Howdy Pages! Any word yet from anyone?"

"Oh yeah!" he scrounged through his saddlebags for a moment and pulled out some paperwork.

"I just need you to sign the pre-fight confirmation here, and we've got you all set up for tomorrow night."

A purple aura surrounded the papers and took them from Total Pages mouth. Twilight floated them over and began to inspect them for any funny stuff. Applejack eyed them for a minute, but it was all in fancy lawyer talk so she turned her attention back to Pages.

"So who all am I fightin' anyway?" Pages grinned widely at the question his chest puffing up a bit.

"Guys name is Slammer. He's a bit old school but he's also a crowd favorite. We'll get a bunch of ponies to show up for this fight! Lots of name recognition! As long as you put up a good fight you'll get plenty of new fans, even if you lose!"

"I ain't gonna lose. So I imagine i'll be gettin' quite a bit more." Applejacks stare was cold and frightening. Pages flinched a bit under its intensity and loosened his collar with one hoof.

"He's an ex-boxer, so you'll have to actually be careful this time!"

The three ponies turned to face Scootaloo, who had been standing behind Pages.

"Heya lil'Scoots! Ya tag along just to help Totals here bring me the news?"

Scootaloo stretched her wings and trotted over to Applejack, hopping up and down excitedly.

"Nah, I can't stay for more than a minute. I gotta meet up with the other Crusaders soon. We're gonna try and get our cutie marks at the Slalom skateboarding!"

The three adult ponies gave each other nervous glances at this disturbing bit of news before turning back to the little orange pegasus. Applejack cleared her throat.

"Uh.. yeah, well.. So, what can you tell me about this Slammer fellah'?"

"They call him 'One-Two-Three' Slammer for a reason. He's pretty well trained from his old days in the boxing circuit. Oh, and he always finishes off his opponent with the same combo."

Twilight had been telling Applejack about the idea behind Combos a few days before. How had she put it? 'A swift collection of memorized and practiced attacks where, if one hits, the rest should hit together in a flow.'

"Well, you said he's an ex-boxer, right? Shoot, but that's some good news! I been practicin' boxin' all week now!" Applejack stood up quickly and gave a few shadow boxing punches which earned her a raised eyebrow from Scootaloo and a concerned look from Twilight.

"Applejack! You can't take on a professional like that! Yes, you've been practicing for a few days, but how long has he been practicing boxing? Probably his whole life!"

Applejack blinked and sat down as she pondered this. She supposed Twilight was right, after all, even if a pony as athletic as Rainbow Dash studied hard at apple-bucking for a week or two, she'd never be as good at it as Applejack was.

"Shoot, I suppose ya'all are right. Well, then, what do I do?"

"You do what I told you before," Scootaloo turned and made her way to the door.

"You fight like you."

-----------@@@-----------

The next day, Applejack was spending the afternoon napping in one of her favorite groves. The trees were healing nicely from their infection, but it was too late in the season for another crop. The Running of the leaves was just a few days away, and while Rainbow Dash was still stuck in Cloudsdale, and likely would remain so for most of the fall, Applejack was still looking forward to the race this year. She really had to make up for the humiliation of losing to Twilight last year and intended to spend as much time as possible hounding her favorite little bookworm.

Twilight had insisted she take the rest of the day to rest and only do some light exercise in the morning, so as to let herself heal up from the previous days workout. Applejack wasn't going to argue with that. Her muscles were still a bit sore, but a long hot bath after breakfast and some stretching had loosened them up nicely.

She wasn't really asleep, just snoozing, barely awake and aware of the world around her, her mind mostly shut down and listening to the wind whistle through the apple trees. It was her listening that let her notice the gentle clopping noise of hooves on dirt as someone made their way through the grove, stopping nearby.

"Why are you going back?"

Applejack frowned at the voice and lifted a hoof to push up the brim of her hat. Pinkie stared at her with a firm and angry expression on her face, but her words had been soft, almost gentle. Applejack rolled her eyes and raised her eyebrow.

"None of your dern' business. Now stop buggin me over it."

Pinkie lowered her head and moved a few steps closer.

"That's not good enough. You're going to get hurt. You should stop. Not just for you, but for your family! What if something happened to you? You aren't thinking this through!!"

Applejack couldn't take it anymore. For the past week Pinkie would stop and find her, every day, trying to tell her what to do. Couldn't she understand? Didn't she see how important this was? Applejack suddenly leapt to her feet and with startling speed moved till she was inches from Pinkie's snout. The pink ponies eyes went wide with shock and she scrambled backwards, falling onto her rump and scooting back against a tree.

"I said, stop buggin me! I don't know what's gotten into you lately, but I'm doin' what I wants to, and you ain't gettin' in my way" Applejack punctuated her sentence by poking Pinkie in the chest.

With that the farm pony angrily stormed past Pinkie and made her way back to the farm, leaving her friend to sit amongst the trees, hurt and alone.

-----------@@@-----------

Down under the arena, the locker rooms were surprisingly busy. There were dozens of fights scheduled for that night. Applejacks fight was just one of many, but it did seem to be one of the bigger ones going on this night.

She toweled herself off and put her hat in the locker, slamming it shut. She sat down and took a deep breath to calm her nerves when she heard a gruff voice behind her.

"Applejack, Right?"

She turned around to see an older Earth Pony, with a navy blue coat and a short cut pink mane. He was a stout pony, a little shorter than Applejack, and almost as broad as he was tall. He had the grizzled look of a veteran boxer, and a snout that a bit too twisted from being broken a few to many times.

"Uh.. yeah.. And you must be Slammer?"

"Yup! Thought i'd pop over and introduce myself before the nights fight."

While he spoke with a pleasant tone, his voice had a natural growl to it, like he'd gargled with acid. The effect made almost everything he said seem slightly threatening. Still, he seemed amicable enough and there was something about his no-nonsense manner that immediately appealed to Applejack.

"Well that's right sportin' of ya! I do appreciate that ya'all agreed to go in fer this fight. We was havin' a heap a trouble finding someone for my next bout."

"Pleasure is all mine. Truth is, I was in the crowd last week, got to watch your fight with Hard Rock, and It got me kind of curious. I'd like to see what else you can do, or if you're a one trick pony."

Applejack blinked at his frankness and gave the shorter pony a slightly accusing look

"And what all is that supposed to mean?"

"Just what I said. Hard Rock is a muscle-head. Nice guy and all, and really strong, but not the arena champ for a reason. All he's got is power. Sure, he can take a lickin' and needs a bit of time before you can knock him down, but as long as you're quick, you'll eventually wear him out."

Applejack listened intently as the Boxer leaned back on his hind legs and did a few quick jabs at his shadow. She was impressed by how fast and smooth the motions were, compared to Slammer, Applejack realized she was slow as a snail and more clumsy than a cow in the cider stores.

"Now take a look at Titan. He's got power, and he knows how to use it. Even if he wasn't as strong as he is, he'd be a heck of a fighter. He's fast, clever, and adaptive. He learns from his fights too. Every time i face him, he's stronger than the last. There was a time, back when he was first starting that I could give him a few licks. These days, I can barely touch him"

Slammer went back to all fours and frowned deeply.

"I can't learn like he can. He picks things up so fast, it's incredible."

"Why do you fight?"

The two of them were quiet for a few seconds at the sudden interruption. Applejacks eyes went wide as she realized that she was the one who asked the sudden question. Slammer turned to face the farm pony and gave a small smile.

"Now that's a good question. Shows thought. I like it."

He sat down and leaned back against the wall, crossing his arms and tapping his chin with a hoof.

"I always wanted to box. Grew up next to a gym back in Phillydelphia, met some of the old legends back then. I wanted to be in their ranks. For a while there I was."

Applejack found herself sitting down and watching the older pony with rapt attention. His face had a small self satisfied smile, and his eyes a distant faraway look, caught in some old memories that only he could see.

"My manager needed a champ, a big name to ride the gravy train, and I was a good pony for the show. You might not know it now, young lady, but I was quite the looker in my day."

He gave Applejack a wink and she chuckled at his playful attitude and smiled gently, waving a hoof to prompt him on. Slammer gave a deep sigh and returned to his story, casting his eyes down.

"So I was handsome, popular, and I could fight pretty good. But apparently not good enough. I found out my manager was paying off anyone he thought I couldn't beat. And that was a surprising number. Three champion belts. Dozens of tournaments. I never found out how many I really won with my fists as opposed to his cash. When i found out, I went to the press myself. That's probably what saved me from the worst of it. I didn't know it was happening, and I had been the one to talk. I still lost everything. All the money, all the crowds and myself. I had nothing. I was a complete failure."

Applejack swallowed hard, eyes wide as she stared at Slammer. His eyes were closed and he leaned his head back resting it on the cool stone wall behind him. For a moment, his shoulder slumped, and instead of a middle aged boxer, he looked like an old, defeated pony. Someone whose time had passed him by. With a snort he leaned forward, a look of grim determination on his face.

"That's when I came to the Arena. I was one of the first fighters here twelve years ago when it opened in Ponyville. This place gave me another chance, and it gave me my life back. I may never be the number one fighter here, but that doesn't matter anymore. Here I can be honest with myself, I can let my real emotions out. No one here thinks of me as an old cheater, as a failure from decades past. I have respect here, win or lose. Here, I am "One-Two-Three" Slammer."

He stood up and grinned broadly at Applejack flexing his muscles a bit and stretching some more. Applejack was so caught up in reflecting over his words that she barely noticed.

"Ha! Think you're a clever girl, huh? Thought you'd mess with my mind and bring up old failures, take a shot at my confidence? Well it didn't work! I'm more pumped up than before!"

Applejack looked up in surprise and raised her hooves to explain, but he winked playfully at her again and trotted in a small circle, letting her know it was just a joke. She relaxed and smiled back as he made his way down the hall to his side of the arena. Applejack sat in thought, remembering what he had said. Here, you could be honest with yourself. In the arena, she could let it all out.

"Hey, AJ!"

Scootaloo trotted quickly into the room, carrying her bucket and towel. When Applejack didn't respond, she screwed up her face a bit and moved closer to the fighter before giving a loud shout

"HEY APPLEJACK!"

"What? Who? Which!?"

Scootaloo giggled as the surprised Farm pony hopped onto her bench and circled around two or three times before finally noticing Scootaloo.

"Ah shucks, don't spook me like that!"

The tiny Pegasus grinned widely and turned around to begin heading up the stirs, she gave a wave of her tail to beckon Applejack to follow her.

-----------@@@-----------

"So here's the thing to remember, he likes his combinations. He knows a whole bunch of them so he can change them quickly, but in a long fight, he tends to fall into a pattern. Be really carefully of his right hoof, he tends to lead with that one."

"Right hoof, gotcha."

"He also always finishes with a particular three hit combo, it's kind of his signature. Right jab, left hook, right cross. If you think he's starting that combo up, you HAVE to stop him or get out of the way! Even Titan avoids Slammers right cross."

"Huh, One, two three..."

"Exactly! Let's go!"

This was a larger ring than last time, and a much larger venue in general. This time around the place was packed, not an empty seat in the house. From behind the curtain, Applejack poked her nose out to see if she could spot Twilight and Rarity. After a few seconds of searching she saw they had secured seats just a few rows from the ring itself. Rarity looked attentive, but a bit bored at the moment, while Twilight was nearly hopping up and down in her seat and appeared to be talking in an animated fashion at her companion.

The announcers voice echoed through the arena.

"Fillies and Gentlecolts! Our next match brings back everyone's favorite boxer! Sure to show us his stuff and prove again that no-pony out punches the greats! It's "One-Two-Three" SLAMMER!!!"

The crowd went wild, chanting the name along with the announcer and then continuing to chant it over and over again. 'One, two, three! One, two, three! One, two, three!'

The shorter Pony made his way down the aisle tot he arena, stopping to shake hooves here and there before hopping the ropes onto the dirt floor. He stood up and did a few quick combos for the crowd before settling back on his hooves and giving them one last wave.

"And his Challenger, on her second fight, and hailing from the outer reaches of Sweet Apple Acres, the Undefeated APPLEJACK!"

As Applejack and Scootaloo made their way down to the arena, she was startled by the cheering crowd. A few were booing at her, but most of them were yelling either in support, or just general excitement. Their energy washed over her and she grinned broadly before jumping into the ring. She turned around and give Scootaloo one last wink before heading for the center to meet her opponent.

The two earth ponies stood a few inches apart and reached out to touch hooves. Slammer gave an encouraging smile to the younger pony.

"Hey, I know you're still green, so what say, after this, I give you a few sparring lessons. We'll get the moves into you, and I'll bet you'll be pretty good. I promise I won't beat you too senseless tonight."

Applejack laughed at his brazen attitude and grinned wickedly.

"We'll see who is teachin' who when it's all done."

The two nodded at each other and backed off to their corners.

After a few seconds of waiting the bell rang and Applejack charged forward, she turned hard on her heal, just like when she was bucking apples at high speed turning around and shoting her legs out at her opponent. She missed completely.

Suddenly, instead of behind her, Slammer was beside her, three rapid hits beat a quick tattoo into her side causing Applejack to curl up and roll away. She came to her hooves just in time to find Slammer right in her snout. She glanced down and watched as his hooves came up and struck her in the chest, another quick set of punches that knocked the wind right out of her.

Applejack fell to her knees gasping for breath and then rolled on pure instinct, saving herself from a vicious uppercut. She turned and stood on her hind legs, bringing her forelimbs up to protect her face and chest.

Scootaloo gave a cry of despair and stamped her hooves on the Floor of the ring. The crowd cheered wildly as Slammer came in for more attacks. One, two, three. One, two, three. One, two, three.

The punches were different but the tempo was always the same. Applejack forced herself to keep her eyes open and watch as the bruises began to pile up on her limbs. Right hook, left Hook, left jab. Right jab, left cross, Right overhand. Swing, Jab, Straight.

I can do this, she thought to herself, I need to fight back, I learned these moves too, I can do this!

Her hooves shot forward in a series of clumsy punches. Slammer frowned and either blocked or deflected the attempted hits with ease. She could actually see him shaking his head in disappointment at her ineffective attacks. Applejacks eyes widened when she saw him step back from an obvious open she had accidentally generated. He was Testing her! He wasn't using his full strength at all! He was toying with her! With the Undefeated Applejack! HOW DARE HE!

Applejacks face screwed up in fury and she renewed her attack with vigor faster now, and stronger, but still she couldn't land a solid blow with her clumsy little punches. Growing more frustrated, she did a quick spin, and again lashed out for one of her more vicious bucks, and again, he simply stepped to the right. He countered with a familiar series of strong blows on her side.

This time though, he stopped playing. He came at Applejack again and again, harder blows raining down now, attacks she could barely block, too fast to dodge. She saw the look in his eye, the intensity of his gaze and knew that this was his real strength. Fun time was over. He had judged her, and found her wanting.

Applejack tried to break off, to give herself some space, but Slammer was too fast, he kept pressing her back making her take longer and faster steps away to try and avoid the constant barrage. The crowd was booing now, disappointed at her pathetic performance. Little more than meat for Slammer to pulverize, the one sided fight was almost boring them.

Panting in desperation she tried to move back once more and then stumbled slightly, leaving her left side wide open. Everything seemed to slow down as she saw the right jab come directly for her face.

-----------@@@-----------

She knew there was something to this. Something she had to do. She had to remember...

If she could just remember...

She wanted so much to win. More than anything, even as she saw his shoulder drop back and his right foreleg curl back.

No, she didn't want to win.

Here, in the Arena, she could be honest with herself.

She NEEDED to win, and nothing was going to stop her.

Slammer always finished with a right cross.

Applejacks hoof shot up and met Slammers. His eyes widened at the sudden movement and he stared down. It was like bunching a steel wall. Her hoof had come up so suddenly and stopped his dead. He bounced backwards to give himself some space but suddenly found that he didn't have any.

Her hooves flew thew the air, faster than before, than as fast as his own punches, than faster. His eyes widened as he blocked and dodged as best he could, but he couldn't do so nearly as cleanly. She came at him with incredible speed, and with a precision that simply wasn't there before. He saw her bring in a quick three part attack that bashed his forelegs heavily and caught a glancing blow to his chest when he tried to dodge.

It's impossible, he thought to himself, these are MY attacks! But it was happening, incredibly, impossibly, she was using his own moves, attacks he had taken years to perfect and train himself for, she was mimicking with uncanny precision. Gone were her sloppy slow jabs with the poorly raised elbow, and the clumsy footwork.

In it's place was a pony who could box with a power and speed that rivaled his own. No, he had to be true to himself. She was stronger and faster, and get getting more so by the minute.

He was stunned by the turn around, he couldn't even think properly by the sudden change. No one improves like this! No one gets this much better in the course of one fight!

As he tried desperately to re-maneuver himself, he locked eyes with his opponent and almost froze. Applejacks eyes had become hard and determined, harder than steel, harder than anything he had ever seen before. Slammer found himself staring into those incredible eyes and realized that he was going to lose.

Her blows slowed for only a second as she dropped her right shoulder and leaned back, a right cross! HIS right cross! No time to dodge, Slammer brought his forelegs together, he had to block this shot, a hit to his face would send him flying, and may even end the match before he could recover from his shock.

The blow never came, instead, She kept spinning dropping her whole torso down. A feint! and he had fallen for it. He saw her spin back onto her forehooves and realized that he had no time to dodge now. It was a good move. He couldn't have dodged a cross, but he could have dodged her buck. Now there was no time to dodge an attack he had seem throw a pony three times his own weight right out of the ring. It didn't matter what he did next.

So, as the powerful hind legs shot towards his exposed stomach, and certain victory, Slammer smiled.

-----------@@@-----------

Down in the locker rooms Applejack, Scootaloo, Twilight and Rarity all celebrated the farm ponies second win. Apple juice bottles were passed happily around even as Applejack sat back and let Rarity inspect her for any permanent damage. Other than a lot of bruises and some blood coming from her nose, Applejack seemed in fine condition. Her snout hurt a bit, but it was just compressed, and hadn't broken from the hit.

An embarassed cough caught their attention and they all turned to see Slammer hobbling his way into the room. He moved slowly and sat down as soon as he got to the nearest bench. The girls stopped their chattering and moved closer to the defeated boxer.

"Oh you poor darling, Applejack just brutalized you didn't she? Really Applejack, did you need to kick him so hard?"

"Uh, yeah, I did. He's a tough feller and nothin' but my best was gonna do the job!"

"Those moves were fascinating! None of my books had anything like those attacks you gave! Can I ask you a bit about the methods behind how you created such effective attacks?"

Slammer laughed loudly as the white unicorn checked his chest for broken bones and bruises. She seemed to know a few other tricks too and was helping sooth his pain much more effectively than the medics had. Or maybe it was just nice to have a bunch of pretty young girls fawning over him again. Applejack scratched the back of her head and looked at him with slight embarrassment.

"Actually, Slammer, I'm glad you're here. I was wondering if that offer you made in the ring was real. I'd sure like to take you up on that if'n it is!"

Slammer blinked and closed his eyes, shaking his head incredulously.

"It was serious when I made it. But now it would be pointless." Twilight and Applejack exchanged glances while Rarity simply nodded her head and continued to some of the injured boxers bruises.

"You were sloppy at first, but you picked it up so fast. Applejack, I am not the teacher for you. You're so much stronger than I am. What you need.. I don't even know what you need, but I know that your gift is beyond me."

Applejack blushed a bit and pulled her hat down over her face. Behind the brim she grinned wildly to herself. This old vet thought she was stronger than him! She couldn't believe how good this made her feel, how wonderful it was to have this pony's respect.

The other ponies chatted and laughed, still caught up in the sense of excitement.

Applejack took a deep breath and felt calm and proud. Two fights in, and she was still Undefeated.

-----------@@@-----------

"Potential compatibility ratings confirmed at 68%"

"That's a 15 point jump in a week!"

"It's unprecedented! Resend the Simulacrum, and this time make sure you bring back some sympathetic materials!"

"Yes sir!"

Chapter 4

"Hey, Applejack!"

Applejack stopped chatting and turned to look at the blue Pegasus that had walked up to her table. She'd been enjoying a long lunch with Twilight and Rarity at the Sunshine and Sunflowers Sandwich shops outdoor seating area after a long morning of working out. Twilight had been enthused and impressed with her last fight but had also been insistent that they get right back to training. Still, Applejack was in a very good mood today and smiled easily at the interruption.

"That's me! How can I help ya'all?"

"I saw you siting over here and I thought i'd come over and Introduce myself! Since we're scheduled to fight in a couple days and all."

Applejack blinked at this and cocked her head.

"First I heard of it. That Lazy manager of mine mustah not gotten around to tellin' me about it yet."

"Oh! Well, it was just scheduled this morning. I wouldn't be too mad at him, I probably moved across town faster than he could is all."

Applejack quickly sized up her next opponent, she was an average sized pegasus with a Purpleish blue coat and yellow hair. She seemed a bit slim even, by pegasus standards, but then again, so did Rainbow Dash.

"Well, it's right friendly of you to stop by uh... er.. what was your name again?"

"It's Bluebell! How embarrassing, I didn't even introduce myself!"

Bluebell blushed and rubbed the back of her head. When she shifted her weight Applejack was able to see a lot of long lean muscle moving under the slender mare's coat. It was apparent this little pegasus with the confident smile was a lot stronger than she looked.

"That's alright, sugarcube! Here, let me introduce you to my friends, this is Twilight, and this is Rarity."

The Purple and White unicorns nodded politely and gave friendly smiles to the purplish pegasus. Rarity in particular smiled broadly and quickly stood up and walked over to Bluebell.

"If you don't mind my saying so, you have such a marvelous figure! All that lean muscle and those graceful legs! You simply must stop by my boutique sometime and we can see about getting a proper fitting for you."

Bluebell blushed at the attention as Rarity circled around her and admired her back, legs and wings. The pegasus flared her wings and gave a little squeak when Rarity poked her flank.

"And such a lovely cutie mark! A Gust of wind going through two flowers! You must be very fast!"

"Y..yeah!" said the blushing pegasus, who had lowered her head a bit and managed to bring her wings back down, "Quick sprints are my specialty, would you like to see?"

Rarity's eyes went wide and she clapped her hooves in delight. Twilight and Applejack exchanged a quizzical look over their friends reaction. To Twilight it looked suspiciously like the same flirtation tricks Rarity often used when she wanted something from Spike. It seemed to be working too. Bluebell had quickly fluttered over the little fence that separated the restaurant seating from the road and took a low racing stance. She glanced nervously at Rarity who smiled with heavy bedroom eyes fluttering gently. Bluebells wings fluttered back in response and her face turned bright red as she lowered her head.

Suddenly, the pegasus was twenty yards down the road, a gust of wind behind her sending dust, napkins and at least one carelessly uncleanced hat blowing down the street. With a confident grin, the Pegasus turned around and charged again, this time going just as far the other way down the road, and with the same remarkable speed. This time she suddenly changed direction and shot almost straight into the air, soaring a few dozen yards before making another almost ninety degree turn and landing back where she started. The whole routine had lasted only a few seconds.

Applejacks jaw dropped as she watched the display and considered what a speedy pegasus like this could do in the arena. Would she even be able to lay a hoof on something that fast? Oh sure, she knew Rainbow Dash was a quicker pegasus, but at speeds like this was it really relevant?

Bluebell stood proudly in the street before suddenly being gripped and squeezed by a certain fashionista. The fighting mare seemed to turn more and more red under the sudden attentions of the beautiful unicorn.

"That was amazing! I'm not sure the last time I saw flying with such control!" Rarity pulled back to gaze lasciviously into Bluebells eyes. She grinned nervously and fought desperately to keep her wings from flaring again. After a few seconds she managed to stammer a response.

"Ah..haha..y..yeah!"

"I bet you're just as incredible in the Arena! I can't wait to see how you strut your stuff!"

"R..right! Arena! Yeah!" Rarity hugged her closer again and purred into her ear.

"Be sure to stop by my boutique like we talked! Maybe, tomorrow night?"

Bluebells wings flared open again and she nodded vigorously.

"Well, my friends and I really must be going! But it's been sooo nice to meet you. I do hope we can see each other again. Tah, tah!"

Bluebell blushed once more and looked around nervously before giving a clumsy wave and rocketing off into the air. Applejack and Twilight stared at Rarity as she waved back to the retreating pegasus. After a moment she turned and caught the looks on her friends faces.

"What? I just wanted to see what she could do. Know your enemy and all that."

Applejack and Twilight exchanged glances one more before looking back to their friend.

"That seemed kind of mean, Rarity."

The unicorn rolled her eyes and waved a hoof dismissively.

"Pish-posh. We now know quite a bit about her abilities. She's very fast and can change direction with remarkable precision. She will undoubtedly use these skills in the arena, and now we can be prepared for them!"

"I've never seriously fought a pegasus before. I'm guessin' they're a lot faster than unicorns and Earth Ponies."

Twilight leaned forward and tapped a hoof on the table. Her horn glowed and a series of books floated out of her saddlebag. After a quick inspection all but one went back into the pack. The final book had a picture of a pegasus in a white and black Karate Gi on the cover. The book flipped open to a relatively early page. It listed a surprising variety of fighting styles and included the major symbols and signs of each.

"It's more than that Applejack. They have a whole other set of limbs they can attack you with. According to my research on pegasus fighting styles, a lot of their training involves their wings one way or the other."

"Ain't they kinda fragile? I'd think they'd want to be careful of those."

"Not as much as you'd think. Pegasi are tough in general, able to take surprising amounts of damage without much injury. It ties into their natural magics. That's why Rainbow Dash can ram into a tree so fast her eyes poke holes through solid wood, but be otherwise fine."

"Well shoot! If they're so dern tough how am I supposed to fight one of 'em at all?"

Twilight shook her head and smiled at the farm pony. She was in full on lecture mode, and Applejack knew she was in for an earful.

"They're tough, not invincible. Enough damage can still hurt them, even through their magical aura. Also, it only really applies during flight. Get a pegasus on the ground, and they're just as vulnerable as you or I. Besides Applejack, you're so muscular and strong, I bet you can punch right through any sort of natural defense."

The purple unicorn blushed lightly and Applejack rolled her eyes at Twilights odd flattery. She looked down at the book, skimming through the passages. Suddenly she stopped and fixated on a particular picture and pointed with a hoof.

"What're these thingamajigs? Some sort of school sign or something?"

Twilight grinned broadly her eyes widening. She was always so happy when other ponies wanted to learn things! It was difficult for her to contain her natural excitement.

"Exactly! Pegasus Martial arts traditionally mark their schools, or 'Dojo's' with symbols such as these to show off the styles they teach. They also have a tradition of going to each other schools and issuing challenges to... Applejack! Where are you going?!"

The farm pony had taken off mid speech and galloped rapidly down the road, she turned and grinned to Twilight as she went.

"Sorry Twi! I think I know someone who can help me a bit more'an you can!"

Twilight huffed and slammed the book shut, leaning on her elbows as her favorite fighter galloped away. Rarity leaned in close to her fellow unicorn and rubbed her back gently.

"Oh don't worry dear. I'm sure she just meant for this particular fight"

Twilight sniffed haughtily.

-----------@@@-----------

"Why won't you tell us! I know you know somethin'!"

Scootaloo flared her wings angrily and tried to back away further, but the tree prevented her escape.

"I told you, I don't know anything! Leave me alone!"

"That's a lie! You know stuff and yur gonna talk! Even if I have to make you!"

Apple Bloom lowered her head and prepared to pounce on her fellow crusader. Sweetie Belle looked a bit more nervous about the idea of a fight, but stuck close to Apple Bloom. Scootaloo wasn't worried about the tubby little unicorn, in a fight she was certain she could take her in a few seconds. Apple Bloom was a whole other story though.

"It's not a lie! It's just not your business!"

"So you DO know what my sisters been up to! Why is she hanging around Snips fat older brother so much for!? And why is she at Twilights every day?!"

The tiny orange pegasus realized she'd made a mistake and inwardly cursed herself. She didn't want her friends to know about the Arena, about why she spends so much time there herself. She'd also promised Applejack not to tell Apple Bloom anything.

"Get out of my way! If you're going to act like such a jerk today than I'm going home! Forget crusading today!"

She tried to push past her friends, but Apple Bloom would have none of it, and pressed a hoof against Scootaloo, pinning her to the tree. Sweetie Belle looked nervously back and forth before finally leaning forward and putting her own hoof against Scootaloo. She wasn't really adding much pressure, but she wanted to show solidarity with her farming friend.

"No! Talk or else!"

"Or else what?!" screeched Scootaloo, her eyes watering now.

"Are ya gonna beat me up? You think you can slap me around?! I've been hit by ponies a lot tougher than you!"

Apple Bloom blinked and leaned back, taking her hoof off of her friend.

"Ah.. I didn't mean..." Scootaloo shoved the yellow earth pony aside and turned her fury on Sweetie Belle, who cringed at her friends anger.

"And you! You fat little idiot! Is this what our friendship is? As soon as Apple Bloom gets mad at me you take her side
and turn on me!?"

Sweetie Belles eyes began to water and she tried to choke out an apology. She hadn't wanted to confront Scootaloo like this, but Apple Bloom had been so insistent. Now one of her best friends was hurt, and was hurting her back. She didn't know what else to do, and simply broke down crying. Apple Bloom frowned and began rubbing Sweetie Belles back, before shooting Scootaloo a nasty look.

Scootaloo shuffled nervously before turning to run off. She hadn't meant to be so mean to Sweetie Belle. She knew the little unicorn was sensitive about her weight, and about how poorly she always did in class. Even back before they had met Apple Bloom, Sweetie used to get picked on a lot for being so slow on the uptake and a little round about the trunk.

Scootaloo ran down the road from Sweet Apple Acres, not really caring where she went right now, as long as it was away from her friends. They were supposed to be having fun today. Getting together to try brainstorming new activities to get their cutie marks, not fighting over stupid secrets that weren't anypony else's stupid, hair bow wearing, business!

After a while Scootaloo finally stopped and, panting from the exertion, sat under a tree. She looked around and found that she was actually pretty close to Flutteryshy's cottage. The strange grass covered cottage, almost more of a hill than a house, squatted near a stream on the outskirts of Ponyville and was fairly close to the Apple family's farm. It was a peaceful place, which was for the best as Fluttershy was a peaceful pony.

Scootaloo pondered to herself as she looked over the house. Fluttershy often seemed timid and weak, but the crusaders had learned that she also had a spine of pure steel when her friends needed her. Maybe she could offer some advice on how to apologize to Sweetie without giving in and talking about the arena?

Just as the little pegasus was gathering herself for the short walk, she saw a flash of orange and a yellow rush down the road at breakneck speed. Applejack galloped across the meadow and bypassed the bridge, choosing to leap high and long over the stream in front of the cabin before landing solidly at Fluttershy's door.

Scootaloo was a bit surprised by the sudden and frantic appearance of the farm pony. What could be going on here? Applejack knocked gently on the door and was admitted into her shy friends home. Scootaloo was overcome with curiosity and made her way quietly down the path and closer to the cottage. After a few minutes she found herself sitting under the front window and listening to what sounded like an argument.

"I've seen that thing a million times on your shelf here, and now that i know what it means... Flutters, please. I need your help."

"I just don't know. It's been so long since then. I'm sure there are other ponies would could help you much better than I could."

"Ah don't trust other ponies like I trust you. 'Sides, that there is a blue ribbon, I've got a few myself, and I know they mean ya'all was the best at some point!"

Blue ribbons? Best at what? How could Fluttershy possibly help Applejack? Was this about the Arena at all, or something else completely different? That had to be the case. Fluttershy was cool and all, but she was no fighter. Scootaloo shook her head and tried to listen again, but whatever conversation they were having, it was over by now. She heard a creaking noise and realized the rear door to the cabin had opened. Creeping stealthily around she peeked into the back yard to see Fluttershy and Applejack standing a few feet apart in the middle of a small meadow.

Fluttershy took a long deep breath and did a few quick stretches, her wings spread wide and flapped languidly in the fresh air. Scootaloo stared with brazen envy at the large graceful wings. They weren't as muscular as her hero's, but they were huge, larger than most other pegasi, as well as being perfectly formed and shaped. Scootaloo looked back at her own tiny wings and stretched them out, they were small, even for other fillies her own age, and had a thin frailty to them which did not bode well for their future growth. She would fly someday, but it would be later than other pegasi her own age, and it was possible that she would never have that much power behind them.

She shook her head and turned back to see what was going on in the meadow. Applejack had taken a low fighting stance, her head near the ground and her hoof scrapping at the dirt. More surprising was Fluttershy, she stood tall, with her wings half extended to either side, moving in a graceful step, almost like a trot as she circled Applejack. Her face had a haughty, look to it, one that implied an intense concentration that couldn't be bothered with the orange farm ponies existence. Scootaloo would never have believed the shy pegasus capable of such a look.

With a sudden movement, Applejack flew through the air, she came out with her right hoof up and cocked for a quick knockout punch. Scootaloo shoved her hooves in her mouth to keep from crying out. A single strike from the super strong farm pony would surely land the fragile Fluttershy right in the hospital!

Instead though, the half extended wing lurched forward, underneath Applejack and flipped her backwards halfway across the meadow. Scootaloo stared as Applejack landed head first into the dirt, buried up to her shoulders in grass and mud. Fluttershy's demeanor changed instantly and she quickly hovered over to Applejack spouting apologies.

"Oh, I'm so sorry! I didn't mean to send you flying so far! I should have been more careful.. Oh, stupid, careless Fluttershy!"

Applejack braced her hooves against the ground and with a mighty push pulled her head free, still covered in dirt an grass. She shook herself clean and grinned broadly at her friend.

"That was PERFECT! Now that book ah Twilights said this here AirKido style was designed specifically to fight other pegasi?"

Fluttershy scuffed a hoof on the ground and looked away, still embarrassed by the harm she had done to her friend.

"Well, yes. Used properly it takes all of an attacking pegasus's power and uses it against them. It isn't fool proof, and there are supposedly other fighting styles it won't work against, but since it's almost purely defensive, it's not a popular style."

Applejack grinned ear to ear as she listened to her yellow friend. She stomped reared back in her excitement and waved her front legs in a galloping motion.

"Yee-haw! That is exactly what I wanted to hear! A little modification so i can use my hooves instead of my wings and I'll be ready for my next fight!"

Fluttershy smiled nervously and ducked her head as her friend almost danced in excitement. Sensing the pegasus was uncomfortable, Applejack forced herself to calm down a bit and looked at Fluttershy with some slight embarrassment.

"Sorry 'bout that. I'm just so excited to be lucky enough to have a friend like you Flutters."

The yellow Pegasus smiled shyly at her friend but seemed more relaxed now that Applejack had calmed down a bit.

"I'm glad I can be of help. I'm sorry I can't really go to the Arena to watch. All that fighting makes me really nervous, and it really isn't my sort of thing."

"No problem, sugarcube, I understand perfectly. Though, I gotta ask. How did you get into this if'n you hate fightin' so much?"

"Oh well. There was an... incident.. back in my schooling days. A couple of larger pegasi cornered me and, I think they wanted to do... well.. I'd rather not get into it. I got away so it's not so bad. I was so scared though, I couldn't go back. My father signed me up for lessons to defend myself with. I did.. okay."

"Okay? Are you tellin' me that Blue Ribbon in there is just for bein' okay?"

Fluttershy blushed a bit and smiled shyly.

"Well, no. I won a few tournaments. But the crowds were too much. There was all this attention on me after I won. I really didn't want that. And I didn't want to fight anyway. I learned enough to take care of myself, and anything else was just unnecessary."

"How come you didn't bust out these moves when we was fightin' those changlings? I bet they woulda' been real helpful!"

The yellow pegasus blinked and cocked her head at her friend.

"I did. I used the 'hunkering coward.' It's a very effective tripping technique for fighting multiple opponents."

Applejack raised an eyebrow at this but said nothing else on the matter. The two returned to the center of the meadow and began to discuss the mechanics behind Airkido's leveraging techniques.

Scootaloo couldn't believe what she was seeing or hearing. She had no idea Fluttershy was such a powerful fighter in her own right. Scootaloo was so caught up in her thoughts that it took her a moment to realize someone was poking her in the flank. She turned around to see Angel Bunny tapping his foot and giving her a stern look.

"Oh, hi Angel."

The Bunny continued to tap and frowned all the deeper at the tiny pegasus.

"I uh... guess spying on people is kind of rude, huh?" she said nervously. Angel nodded and then pointed back to the road leading away from the house.

"Oh but I wanted to talk to Flutters about...OW!"

She was interrupted by Angel who had given her a kick to the shin. Sternly the bunny pointed to the road and Scootaloo gave a sigh of resignation.

"I guess she is awfully busy right now. I'll try again later."

Scootaloo made her way to the front of the house and stopped briefly to look back at Angel still following her.

"I am sorry about the spying thing. I didn't mean anything by it. Could you not tell anyone? I don't want people calling me Stalkerloo or something."

The Bunny smiled and patted Scootaloo on the nose before giving her a wink and turning back to the cottage. Scootaloo decided that probably meant he intended to keep her secret and turned to make her way back into town.

-----------@@@-----------

"I don't know nothin' about anythin'!"

Snips turned away from the yellow farm pony and began to trot away, with his nose in the air. Behind him a desperate looking Apple Bloom and a rather bedraggled Sweetie Belle moved to keep up with the bigger pony. Snips was a couple of years older than the crusaders, but had stayed back in class at least one year.

"Please! Yur all I got left! No one else will tell me what Applejack is up to these days!"

Snips let out an exasperated sigh and turned around to face the little fillies. He liked them well enough, but some days they just got on his nerves. They usually played weird games and used words he couldn't understand so well. That's why he preferred hanging out with Snails. Snails never talked down to him like he was stupid.

"Look, I just don't know! My brother has some weird job down in the warehouse district and he's working with Applejack! Other than that I got nothin'!"

With that he turned once more, forgot what direction he was facing, and walked face first into a wall. While he stumbled about, Apple Bloom sat down next to Sweetie Belle and leaned against the little unicorn.

"I just don't know what else to do. Applejack ain't never around no more, and no one will tell me why. What is everyone hidin' from me?"

Sweetie Belle hugged her friend and suppressed a sniffle. She was still recovering from her fight with Scootaloo that afternoon, but she knew her friend needed her right now and she struggled hard to help as best she could. It was very puzzling to her why Applejack wouldn't want to hang out with her sister. The two of them had always been so close, to the point where Sweetie Belle was often quite jealous of their relationship. Clearly Apple Bloom was in a lot of pain and Sweetie wanted to do anything she could to help, but she really couldn't think of anything other than being here for her friend.

"I know what she's hiding."

The two crusaders blinked and turned to the new voice, seeing an unusually somber Pinkie Pie standing behind them.

"Meet me at the fountain in two days, after the sun goes down. I'll show you what she's doing then. Okay?"

Apple bloom swallowed hard and nodded her head. Sweetie Belle knew this would mean being out late and that her parents would yell at her, but for Apple Blooms sake, she was willing to risk it. Pinkie smiled gently at the little fillies and reached into her tail to pull out two bags filled with sweets. She gave them to the crusaders who instantly cheered up at the bounty and bounced off to find someplace comfortable to eat them.

Pinkie frowned to herself and sat down, looking at the ground beneath her. She was so worked up she'd almost forgotten to take the time to cheer up friends. Applejack had been in two fights now, and Pinkie had learned a third was scheduled just a couple days from now. It was becoming too much for the pink party pony to deal with. All that violence and anger. She had to stop Applejack, no matter what. Even if it meant using her little sister against her.

-----------@@@-----------

Twilight and Rarity sat in the locker room under the arena, waiting for their friend to arrive. Rarity lazily lounged on a bench reading one of her fashion magazines while Twilight switched back and forth between nervously pacing back and forth and angrily pontificating at no one in particular.

"Why wouldn't she talk to us at all! It's been two days! TWO DAYS!"

Rarity rolled her eyes and flipped a page in her magazine as her purple friend hopped up and down.

"Really Twilight, I think you could learn to trust Applejack's judgement. I'm sure she has a very good reason for her disappearance."

Twilight huffed and sat down next to her Fashion obsessed friend, crossing her hooves in front of her narrow chest.

"Two days. No working out. No special mixtures. No extra training. She needs me if she wants to stay in proper fighting form. It's not fair of her to leave me in the lurch for two days like this."

"I wouldn't worry too much. She's been pretty busy from what I know."

The two unicorns turned to see Scootaloo make her way down the hall and set her bucket and towel next to them. She grinned mischievously and took a seat before continuing.

"I saw her making arrangements to get some special training just for this match. I'm sure she'll be fine when she gets here."

Twilight did not look reassured and turned away, grumbling something about how she could provide any special training Applejack needed. Rarity ignored her and looked to the tiny pegasus for some clarification, but Scootaloo seemed content to keep her mouth shut and simply wait with the others.

A few minutes later Applejack trotted down the stairs with a prance in her step and a smile on her face. She grinned to he friends but was interrupted before she could speak by Twilight rushing over and gripping her tight.

"Applejack! Where were you! You just ran off and vanished and didn't say anything and didn't show up for any of our scheduled workouts and I was so worried and are you staying fit and in shape and what have you been eating because if you went off diet i'm going to be so mad at you how could you leave me like that?!"

"Whooooa! Slow down there Twi! I was just off seein' Fluttershy about pegasus fightin' techniques is all! I only had a few days to learn a lot so I slept at her place and helped her take care of her chores and such!"

Twilight flushed and backed away from the farm pony, nervously rubbing the back of one leg with the other. She stopped though as her brain caught up to Applejacks speech.

"Fluttershy?"

"Yup. Turns out she used to know a buncha' this stuff from her youngin' days. I learned a few tricks that oughta' give me an edge in this fight."

Twilight and Rarity exchanged a curious look and glanced down at Scootaloo who gave them a knowing wink. Applejack stored her hat in a locker and began a few stretches as her unicorn friends made their way upstairs to grab some seats for the fight.

Applejack and Scootaloo made their way up stairs and to the fighters entrance, they walked down the short hallway and stopped hard in their tracks. There, peeking through the entrance curtain and out at the arena were Apple Bloom and Sweetie Belle. Next to them, Pinke stood with a stern look on her face. Applejacks jaw went slack as she stared at the three intruders. Pinkie reached out and tapped Apple Bloom on the back, causing her and Sweetie to turn around with confused looks on their faces.

"Applejack? What's goin' on here? Pinke says you're going to get into some big fight?"

Applejack worked her jaw for a moment, unable to find any words. She was stunned, ashamed, and more than a little hurt. She glared daggers at Pinkie, who returned the look with a cool stare of her own.

"It... It isn't quite that simple Apple Bloom. I'm real sorry about not tellin' ya about this sooner, but I felt it was kind of private. Look, I need to go handle something, can you go with Scootaloo and we'll talk about this later?"

Scootaloo looked shocked and nervous herself. She dropped the bucket and looked over to Applejack.

"But.. what if you need me?"

"I won't tonight. I'm right grateful for yur help, but right now, I need you to see to my sister. Alright?"

Scootaloo looked at her friends who were giving her as confused a look as they had given Applejack. With a deep sigh Scootaloo looked back to her fighter, and nodded her head. Applejack nodded back and made her way to the curtain to wait for the announcer. Scootaloo led the other crusaders back down to the locker rooms, and as Pinkie moved to join them, Applejack stuck out her leg and blocked the Pink Pony.

"You and I, we're gonna have some words of our own after I'm done with Apple Bloom."

Pinkie frowned and pushed Applejacks leg out of the way before following the others down. Applejack, with a look of pure rage in her eyes turned to the curtain.

-----------@@@-----------

"From this corner, we have, the fast, the furious, "The Purple Flash" Bluebell!"

Bluebell grinned and did a little dance. She was going to win tonight. She HAD to. Her visit to carousel boutique had been awkward at first, for her anyway. But Rarity, oh Rarity! The beautiful mare had been in control the whole time. The beautiful but simple dresses, the deliciously prepared food, the music and conversation. The way Rarity treated her and made Bluebell feel things she had never felt before.

As the fighting pegasus made her way down the aisle and to the arena she grinned broadly, her eyes almost derping at the thought of those final words, that last promise that Rarity had made the previous night.

"Win tomorrow, and we can do whatever you want"

The Fashionista had leaned in and whispered the words into Bluebells ear. It had been so close and sensual, her hot breath had flowed over the pegasus's skin and she could feel the unicorns teeth brush the edge of her earlobe. Her wings had popped up and no amount of willpower or pushing would return them to their normal state. She had been incredibly embarrassed, but that beautiful, perfect mare had taken it all in stride, giving an understanding, even encouraging smile.

Bluebell was going to win. No matter what, she was going to pound this little farm pony into the earth. She was going to win, and then she was going to go see Rarity and .. and...

She shivered at the thought. When had she gotten into the ring? She didn't remember hopping the ropes, but here she was, standing on the tightly packed dirt floor.

"And from this corner, our rising star from the apple farm! The Undefeated APPLEJACK!"

The crowd roared it's approval and Bluebell took a moment to clear her head. She needed to focus. She knew Applejack would be a strong opponent, so she needed this match to be short. A few quick power rams and a solid headbutt or two ought to put the little hayseed down. Yeah, get pumped, get ready. No mercy. Anything for Rarity.

Bluebell opened her eyes and walked to the center of the ring to bump hooves with her opponent. No, her dead meat opponent. No. The loser. Yeah, think of her, as having already lost. Bluebell grinned and looked up into Applejack's face, and froze.

Applejack's eyes were bright green, and filled with a horrifying strength that Bluebell had never seen before. She knew she was the same height as Applejack, maybe just a bit shorter, but she felt the farm pony looming over her. Applejack projected a terrible fury that swept away everything else, the crowd, the arena, the lights, everything was gone. Her whole world was Applejacks unspeakable wrath. Was she fighting a pony, or some goddess of anger and destruction? Bluebell swallowed hard and her mind blanked out, all her previous thoughts, her hopes and desires crushed with the weight of absolute certainty. She was going to lose.

The hoofbump ritual finished and Bluebell turned back to her corner, shaking, this time not in anticipation, but in fear. She shook her head and took a few deep breathes. Keep it together Blue! You're faster than she is, and you're stronger than you look. A few quick rams, she'll never see it coming. This'll all be over in ten seconds flat.

Turning to face her opponent, she lowered herself to a fighting stance and waited for the bell. The second it rang she shot forward at her top speed. She'd hit bigger tougher ponies and sent them flailing. The one time she'd fought Titan this dash attack had been her only solid hit and it had knocked the larger unicorn halfway across the ring. Oh he'd come back and beaten her anyway, but nopony can take a strike as strong as hers, and this little farm pony was no Titan.

Wait.. where was she going? She'd been on target, she'd been right up to Applejack, and she'd felt a hoof hook her wing? Now she was sailing, in a spiral! What was happening? Ow! She felt the ropes dig into her flesh and stretch out as they absorbed her momentum and brought her to a full stop, stretched out and over the audience. For a moment, upside down and dizzy she saw AppleJack, standing int he center of the ring. Calmly, the farm pony turned around and cocked back a single leg.

Bluebell had to move! She had to get out of the way! The ropes suddenly began to put pressure back on her body, and like a slingshot propelled her back to the center of the ring. She struggled to regain herself, but she was too entangled, too upside down and turned around.

As she shot across the ring and to her certain doom she gave into her despair, and tearfully surrendered all her dreams of Rarity.

-----------@@@-----------

Applejack angrily stomped her way down the stairs to the locker room. She intended to storm in and immediately set herself at Pinkie, but instead found herself once more in the sudden embrace of a purple unicorn.

"That was INCREDIBLE! You beat her in ten seconds flat! TEN SECONDS! I timed it!"

Twilight squeezed the startled Applejack and managed to lift her up and give her a little spin. The Farm pony was not used to such treatment and needed a few seconds to regain her bearings. This was fortunate, as Twilight was not used to giving such treatment, and found that even this quick lift of the heavier Farm pony had strained her thinner muscles quite a bit. She fell back and panted happily.

Rarity gave an encouraging smile but then glanced down to the cutie mark crusaders. She was holding Sweetie Belle, and gently brushing the fillies hair. Sweetie's eye lids drooped heavily, worn out by the days exhausting revelation as well as the late hour.

Scootaloo stood to the side looking embarrassed and depressed, staring into her water bucket. Apple Bloom, though, was staring at Applejack, her eyes wide and confused. With a deep breath, Applejack trotted over and sat in front of her sister.

"I know this must be all confusing and such. I want you to know, I ain't mad at'cha. And I am sorry I kept this from ya'"

"But what is it, sis? I don't understand what this place is! Everypony keeps talkin' about fightin', but you always tell me I shouldn't get into fights, but here you are gettin' into fights! Is this why you ain't around to play with me no more? I just don't know what's goin' on!"

Applejack winced at her sisters words and looked sadly down at the floor.

"Well, it ain't like regular fightin'. It's sorta like how, when we have those festivals at the farm, we do that hog wrestling? Ya'all is fightin' the pig, but you ain't really FIGHTIN' the pig, ya understand?"

Apple Bloom frowned and cocked her head, her eyes crossed in thought.

"So... it's like a game? Or a contest?"

"Exactly! There's even some prize money to be had, which i'm usin' to help with the farm. Now it's a mite more dangerous and a whole lot tougher than wrestlin' a pig, so it ain't something for little fillies to be trying, or watching."

The tiny pony frowned and puffed up her chest, trying to stand on the tips of her hooves to make herself as tall as possible.

"I'm a big pony! I can handle it! Sides, you let Scootaloo watch!"

The two farmers turned to Scootaloo, who seemed to shrink even smaller under their gaze. Applejack used her hoof to turn her sisters head back and looked into her eyes.

"Scootaloo has family that works here. And I don't think she's right happy about having to be here so much, so I get her to help me. And I right need that help she gives. You don't have to come here, and I'd rather if you didn't in the future. Please? For my sake?"

Apple Bloom looked down and nodded her head dejectedly. Her sister looked worried for a moment before hitting on an idea, she leaned in and gave the little filly a hug.

"Ya'all can still help me out a bit outside the ring! I could sure use a tough little helper for when i'm training!"

The smaller farm pony grinned broadly and nodded her head up and down, suddenly very excited. She ran over and poked Sweetie Belle who blinked and looked at her friends broad smile. Sweetie Belle didn't need much in life, and if her friend was happy, than so was she.

"Cute Mark Crusader Personal Trainers!" screamed the little farm filly at the top of her lungs. Sweetie Belles eyes went wide at the new idea and she clapped hooves with Apple Bloom. The two of them turned to see Scootaloo shuffling nervously over.

"S..sweetie Belle? I'm really sorry for what I said to you the other day. I didn't mean it."

Sweetie Belle grinned broadly and hugged her pegasus friend.

"That's okay! We shouldn't have been pushing you so hard to talk about something you didn't want to!"

The Three fillies gave a quick group hug before Apple Bloom realized that her sister had her hoof on her back,

"One more thing, Sis. Can you promise not to tell Granny or Big Mac about all this? I don't want them worryin' none."

Apple Bloom nodded her head and was about to make a pinkie promise when she was suddenly interrupted.

"No need to make that promise. If you don't tell them, I will."

Applejack turned red in fury and spun around to get right in Pinkies face.

"You two-timing, treacherous, varmint! How dare you use my family against me! I oughta buck you right back to Sugar Cube Corner!"

Pinkie raised an eyebrow calmly and looked down at the crusaders. Applejack followed her stare and flinched at the confused, slightly scared look on her sisters face.

"It's making you worse. The more you do this, the more you learn to love this violence the more violent you'll become."

Applejack turned back to Pinkie who continued her cold stare.

"I will do whatever it takes to stop you Applejack. I don't know why you're doing this, but if it means telling your Granny on you, then I'll do it."

Applejack glared angrily back at her friend and finally turned to walk away.

"Fine. I'll tell them myself. Come on everypony, let's get on out of here."

Applejack led the way as the rest of the ponies left the locker room. Twilight lagged behind the rest, and when they were gone she turned to talk to Pinkie.

"Why are you doing this?"

Pinkie looked at Twilight and her facade of cold ice melted into pure despair.

"I have to. I have to save Applejack. I just wish the rest of you could see that too."

The pink pony walked to the stairs on the opposite side of the Lockers and turned back to give Twilight one last pleading look.

"I love you guys, and I'll do whatever it takes to stop Applejack. No matter what."

Twilight watched her friend walk up the steps, and wondered if she would be strong enough to make a friend hate her if that's what it took to save them. She wasn't so sure she could. Especially not the Undefeated Applejack.

Chapter 5

Esker Billy was confounded. This was his fourth fight in the arena, and somehow, he was losing again. He'd always been tough back home, tougher than all three brothers, all fourteen cousins, and even a couple of his uncles. Basically everypony around his age.

The other fights had at lease made some sense, though. A couple of loses against other unicorns, they were professional he was fresh, so it wasn't too surprising they had beaten him. Even the pegasus made sense, though he still thought it was cheating how pegasus were aloud to fly and he couldn't use magic. But this fight, this made no sense at all!

This stupid little dirt skin was beating him. A filthy, stupid dirt skin! It didn't matter what he did, or how he moved, the orange brat was always a step ahead of him. It was humiliating, and it shouldn't be happening at all! How the hey can a dirt skin beat a full blood unicorn? She HAD to be cheating.

Esker blocked a hard strike to his left side, but it didn't really matter, the force was enough that he went sailing anyway and staggered against the back of the arena. Eskers white coat now had a huge red welt on it from the force of the blow, and right under his horseshoe cutie mark! His orange opponent backed off with a smile on her lips. She was enjoying this! She was toying with him! Eskers mind boiled with rage! How dare this stupid, ugly, fat little Dirt Skin toy with him! Didn't she know her place?!

The hated pony leapt into the air and brought back her right hoof for what was sure to be a devastating blow. Esker panted heavily and tried to move, but his leg hurt from an earlier strike and wouldn't respond quick enough. No, this could not be allowed! He would not lose to some pony like her! He would not! His horn glowed yellow for a moment and he shot out a quick burst of magical energy.

The blast struck Applejack square in the shoulder, knocking her out of the air and sending her tumbling across the arena. She recovered quickly and rolled to her feet, the head low, and a scowl on her face. Esker grinned and charged his horn up again for another blast. He'd show this Dirt Skinned....

A whistle rang out and both fighters stopped. The crowd was in an uproar, boos and hisses filled the stadium and drowned out all other noise. The referee whistle rang again and an angry pegasus in black and white stripes swooped down from the rafters to float above the ring itself. After a few seconds the roars died down and the pegasus took a deep breath.

"Illegal use of Unicorn spells! Esker is disqualified! Match goes to the Undefeated Applejack!" The crowd cheered at the judgement, but it was not a congratulatory sound, rather it was filled with a righteous anger. Esker's eyes went wide and his jaw dropped in shock. He shook his head before calling out.

"That's not fair! She tricked me! I demand a fair judgement!" he yelled as loud as he could. The judge turned and gave him a disproving look before shoting up into the rafters. In a rare display, lights lit up to reveal the judges booth, bolted to the support beams. An earth pony and a unicorn sat in the simple booth with an empty space for the pegasus between them. The pegasus ref waved his hoof at the others who simply nodded their heads back to him

"Judgement is unanimous! The match call stands!" cried out the pegasus. Esker trembled with fury. It was a conspiracy! All to make him look like a fool! He'd show them! He turned his glare to the other end of the ring, where the earth pony was chatting to a small pegasus while she limped her way out.

She had humiliated him, had cheated and conspired to beat him, and by Esker, she would pay.

-----------@@@-----------

"It was downright humiliatin'" Applejack said as she galloped along the rodeo track, "I mean, he wasn't much of a fighter to start out with, I coulda' finished him off right quick, but I thought maybe he was hidin' something. Than i'm durn fool enough to run right into a magic bolt like that." She looked down at her shoulder as she ran, the small burn wasn't even noticeable now. The blast itself hadn't been very powerful so mostly it was the shock of being hit that had thrown her off.

"It's okay.. Applejack," huffed Twilight, "Magic attacks aren't allowed... in arena fights."

"She's right. He cheated and you can't be expected to be ready for that," Scootaloo continued for the exhausted unicorn, her wings buzzing as she pushed her scooter along the outside ring.

"I dunno, I feel like I should have been anyway. You never know what you'll face in the arena, and I feel like i should be able to take anything," the orange farm pony continued, her ears flat against her head.

"This is.. really interesting and all," puffed Total Pages, "But why are we.. having this conversation while we're running?!"

The chubby unicorn was not used to this level of exercise. Or any level of exercise, really. Nevertheless he was keeping pace as best he could with Twilight and Applejack as they raced around the track again and again, getting what he could of the conversation whenever they lapped him.

"He has.. a point" said Twilight.

"This here is Twi's trainin'! We're doin' the runnin' of the leaves tomorrow and as my personal trainer, Twi has to be able to keep up with me along the whole route! None of her holding back and makin' a dash at the end, no sirree! She's gonna be by my side the whole time! Ain't that right, Rarity?" The white unicorn smiled easily, seemingly having no trouble at all keeping pace with her farmyard friend. Not for the first time, Applejack was forced to admit that Rarity must go through a lot of physical exercise to keep that killer figure of hers.

"Of course! Twilight is SO into cardio these days, aren't you dear? I've always thought that with a little work we could get rid of that baby fat of yours, maybe get just a touch of definition in the legs and you'll have colts falling all over you!"

Twilight blushed at her words and lowered her head in embarrassment. She didn't really want to do all of this, but Applejack had been so insistent. Somehow she'd let the orange pony talk her into not just racing again, but trying to keep up with Applejacks impossible pace! Now her lungs burned, her legs screamed at her in constant protest, and worst of all her back ached.

"And besides" called out Apple Bloom from the red wagon Scootaloo was dragging behind her, "It gives us a chance to really help with all this trainin'! Sweetie Belle was really hoping for a chance to be useful!"

"Yeah!" the excited unicorn said, hopping up and down, "Applejack said you needed resist-dance to help you build up muscle, and that I was the best filly for giving you a challenge!"

Twilight grunted as the tiny pony hopped up and down on her back. For a moment, no one else spoke. They all knew why Sweetie was the best choice for this task, and they also knew how sensitive she still was about her weight. Thankfully, Sweetie Belle was also slow enough, that she hadn't figured it out herself.

-----------@@@-----------

They stopped half an hour later after Sweetie Belle accidentally swallowed a bug and got sick. Twilight was in the farmhouse enjoying a very necessary bath while the other Crusaders consoled the crying and embarrassed little unicorn. Pages was laying on his back next to the track, his legs in the air as he panted for breath, and Rarity and Applejack were taking a few minutes to chat as they set up for a picnic lunch.

"So you're saying you know the little cheat? And he still had the gall to behave like that in the ring?" Rarity asked, her eyebrow raised as she flattened the checkered blanket. It had to be perfect, no wrinkles, completely flat.

"Well no," Applejack set the basket down and began taking out some of the packed sandwiches, "I know the Esker family a bit is all. There's a whole heapin' clan of 'em just outside the official limits of Ponyville. Way past the last Apple Orchards, and down where the roads are mostly overgrown on account of they ain't used much. They have a farm of sorts out there, mostly cheep grain, the stuff you feed to pigs as slop. They're a right 'ornery lot, and keep to themselves. All those signs out there telling ponys to keep off their property."

"They don't sound very neighborly," Rarity replied as she set out the plates and folded the napkins. There was an art to this, and each napkin had to be folded just so.

"They ain't so bad. Keeps to themselves most of the time, and occasionally they'll barter a bit of their moonshine for some cider. Hoo-boy, that is some powerful stuff! We usually use it to clean the plow or disinfect any scrapes and cuts a pony might get." The farm pony chuckled at the thought and set down the last of the picnic salads.

Twilight was returning from the farm house, her fur having considerably less unicorn sick in it, and waved happily as she made her way to the picnic. The Crusaders had apparently gotten into a scuffle over something or other, but had already delved back into mutual forgiveness even as they forgot whatever transgression had occurred in the first place. Pages had somehow managed to get back to his feet and was hobbling slowly over.

The picnic was eaten quickly with some light chatter and gossip to fill in the time. It was a sunny cool afternoon, and eating beneath the autumn leaves helped them all to relax and forget their aches and pains from the days running. The afternoon wore on into evening, and the low set sun began to turn the entire farm gold and brown.

"Can you believe she came to my boutique the next day and asked if we could go out anyway? The nerve of some ponys! I mean, the whole point was to inspire her to give you a bit of a challenge, so if she'd at least done that I might consider something, but really! Applejack beat her in seconds! Why would I want to date someone who can't even get a simple task like that done? I had to explain this to her face before she finally galloped off, whimpering and crying. It was so demeaning."

The other three adults looked at each with worried eyes as the Crusaders stared at Rarity in a fascinated sort of horror. Desperately, Twilight tried to change the subject. Being Twilight of course, she managed to pick the most awkward possible topic.

"So AJ, how did your talk with Granny Smith and Big Mac go?" Everypony froze and turned to look at Applejack. She fidgeted a bit before finally giving a deep sigh.

"It ain't gone yet. Every time I want to bring it up I just get so dang nervous that I can't bring the words out," She took off her hat and looked at it as she spoke, "I can't figure out how to explain to them why this is so important to me. I'm not even sure I can explain to to myself sometimes. I'm not sure what I'll do if they disapprove."

"You better tell them soon," Rarity pointed out, "It'll be worse if Pinky tells them first, and it's been some time since she said she would."

"I know, I know. I just need some more time to think about it. Look, it's gettin' mighty dark and ya'all should be gettin' home while there's still a bit of light."

The others all glanced at each other. The arena was always open late, usually well after midnight, so all of them were getting used to being up most of the night. All except Sweetie Belle, who had rather stopped paying attention when she figured out there was a final slice of apple pie no one else had eaten.

"If you say so," said Twilight. She was a bit disappointed, having hoped to stay late enough to get a good excuse to spend the night. Rarity picked up her sister, who whined at not getting to finish her fourth slice of pie, before making her way back into town with the others. Apple Bloom and Applejack gathered up the blanket and plates and put everything back in the basket before making their way back to the farmhouse.

"Hey sis," asked the little apple pony, "Is what you're doing really okay? I mean, i know you said it was dangerous and all, but if it's so dangerous you think Granny and Mac might not approve, maybe they'd be right?"

Applejack looked down at the concerned face of her little sister. It was hard to think of a good response. The fights were dangerous, and she could get seriously, even permanently hurt if she wasn't careful. But inside of her, she knew she needed them. Some part of her needed to hear the crowd, and the announcer, needed to feel herself move so quickly through the arena, dodging punches and kicks and landing that perfect strike. Applejack wondered for the first time why she needed it all so badly. Every time she thought about quoting, it felt like someone was squeezing her heart, and all the worry and all the failure would come flooding back on her at once. She squeezed her eyes shut and shuddered briefly at the thought of spending her days sitting around the farm, watching it all fall apart around her.

"It's really not that bad," she finally managed to reply, "But it's easy to see it as worse than it is. I just need to find the right way to explain it, so they don't dismiss it out of hoof. Sides, it's worth the bit of risk if just for the prize money"

Apple Bloom gave a confused look to her sister, but said nothing more as they made their way into the house. Tomorrow was going to be a busy day for Applejack, and she would need her rest.

-----------@@@-----------

The pegasus ponies had been working for days to make sure the sky could be extra perfect for the running of the leaves. The paths were nice and dry, and a slight overcast was set up over the hotter sections of the trail. Rarity and Fluttershy lounged on a blanket near the starting line, enjoying the weather as they waited for their friends to line up.

"She's still stuck out there in Cloudsdale? It's been almost a month already!" Rarity looked taken aback by the news and reached a hoof up to lower her new, pink and gold Hoity Toity approved sunglasses. Very expensive.

"I'm afraid so," Fluttershy responded as she nodded her head, "There's some concern over this island in the western sea and a potential storm gathering around it. It's supposed to be kind of weird, but I really don't know anything else."

"Well I don't see why they should be keeping her for so long over something like that. Here, let me get that for you." Raritys horn glowed for a moment as she adjusted Fluttershys bonnet. The large shady hat was moving around a bit with the breeze and proving to be a bit of a trick for the pegasus to control.

"Thank you. Well, uhm... they sometimes take in the best agents the weather bureau has for emergencies like this and keeps them on call, and well, Rainbow IS the best these days, so it kind of makes sense."

"i suppose. Still, it's such a shame to have her missing out on the leaves festival. I know she was looking forward to a rematch against Applejack. Oh, speaking of..." at this point Applejack happily trotted up to her two friends, a smiling Twilight in tow.

"Howdy gang!" she called out cheerfully, "Ya'all ready to watch me and Twilight come in first and second at this here little jog?" The others grinned at the farm pony and gave a little snort of laughter. Twilight looked about a bit nervously at the others as they chatted in the few minutes they had till race time.

She couldn't help but wonder why she was here. She didn't really like racing all that much, and there was no way she could keep up with Applejack. If they ran together, like AJ had sworn they would, she'd just slow the farm pony down. Twilight lowered her face as she realized, once again, that she could just be slowing Applejack down in everything they do. She had no real experience with physical training, all she had were a bunch of instruction books. Applejack deserved a real partner, one would keep up with her. When Rainbow Dash returned from Cloudsdale she should take over Applejack's training regiment. Twilight knew that was for the best. She just wasn't as good at this as Rainbow, and besides, she and Applejack had a lot more in common. It just made more sense for them to spend all their time together.

"Come to me Twilight," The purple pony was broken out of her funk with Applejack's words and looked up to see the Farm pony holding out a hoof. Slowly, she raised her own and placed it in Applejack's. The farm pony pulled Twilight close to her and leaned in, looking deep into her eyes. Twilight began to blush furiously. Was this happening? What was happening!?

Applejack leaned forward and pressed her forehead against Twilights. The Purple unicorns breath came up short and she barely suppressed a small gasp. She trembled with Applejacks face was so close to hers.

"Nope, no fever," Said the farm pony backing off, "Ya'all is distracted by somethin' Twilight? You weren't answerin' us for a minute there and we all got a bit worried." Twilight twitched, her eyes wide and cheeks flush with embarrassment.

"YES!" she shouted, than covered her mouth as everypony startled from her volume, "I mean, yes. I'm fine. I was just thinking about.. uh... how we account for gravity due to the curvature of space time when calculating geodesic orbits!"

Everypony else exchanged a series of odd looks, before shrugging it off as Twilight being Twilight. The two racers went to positions. Pinky Pie was conspicuously absent from her usual job as announcer this year, so Spike was on his own. He thought this was for the best, as he always felt Pinky was too easily distracted to do a proper job.

"Welcome everypony to this years Running of the Leaves!" he called out into the magic microphone he'd attached to the balloon. The crowds below gave out a large cheer, and stomped their hooves in applause. Spike very much enjoyed being the center of attention and puffed up at the sound of it all.

"The usual announcer will be unavailable this year so I, Spike, will be doing solo duty!" With that he maneuvered the magical controls to bring himself near the starting line. All the glory and fun would be his and his alone this year! He grinned at the idea and his eyes winked vertically, that is, until another, familiar voice called out from the microphone stand.

"Racers are at the gates!" squeaked Sweetie Belle, her tail waggling behind her in excitement. Spikes jaw opened then shut before he finally stuttered out in shock.

"S..sweetie Belle?! What are you doing here? How did you get in the Balloon?!" The portly little pony turned around and gave Spike a big grin.

"Yes, I am Sweetie Belle! I'm announcing the race, and I dunno. I think I snuck into the basket for a nap while Rarity was having a boring talk with Fluttershy, but I didn't think it was THIS basket." Spikes eye twitched and he slapped himself in the forehead, bringing his clawed had down over his face.

"Fine," he said with a sigh of resignation, "You can help me with the announcement, but don't touch any of the controls and try not to eat all of the snacks in the lunch basket. Sweetie gave a little gasp and leapt from the microphone stand.

"You have snacks?! I want to eat the snacks!" she cried out.

"Big surprise," Muttered Spike to himself as he grabbed the Microphone.

"Are we ready everypony!?" he cried out as he watched the starting line. All of the racers lined up and lowered themselves into a starters position.

"On your mark, get set...GO!"

The race was on! Hundreds of ponies rushed from the starting line and began to make their way through whitetail woods, leaves flying behind them as they went.

"Hey! This is just full of Gemstones! I Can't eat these!"

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Back at the Apple family farm, Applejacks curtains waved gently in a light breeze. the sun shown through the window and lit the dust into a golden beam of light that made the whole room seem to glow warmly in the silence. This was not to last however, as a weird whirring noise began to come from outside. With an odd sputter, a tiny white pony, flew through the open window and landed rather clumsily on the floor. It bounced off the wood and finally came to a halt with it's hind legs wrapped over the front of its head, it's front legs lay splayed out to either side.

After a few seconds it uncurled itself and slowly, unsteadily got to its feet. The tiny pale creature looked around with two solid black, pupilless eyes, taking in the whole room before finally stopping its gaze on Applejacks Vanity. It clumsily lifted two legs and fell over onto its side. After a few seconds of struggling, it had gotten back to its feet and was now slowly, awkwardly making its way over to the vanity. The tiny creature had trouble remembering which leg went first, or in which order, and frequently fell over, having to start the whole process of righting itself from the beginning.

After several minutes it sat at the foot of the vanity and, for lack of a better term, considered its options. Finally the creature began to spin in a circle, hiccuping and gurgling as it went. Occasionally something would pop inside of it, and its face or a limb would bulge out at unnatural length and angles, stretching the stitchery that held its tiny body together. It slammed on top of the counter and again took a few seconds to right itself before looking around. It stopped at the hairbrush Applejack had left under the mirror and paused again, it's head turning sideways.

Rather than go through all the trouble of trying to properly walk the short distance, the tiny white pony leaned back and tossed itself at the brush, flopping across the table and landing near its target. It turned its head and gazed at the brush, a few strands of gold hair still caught in it's bristles. The pony slowly opened its mouth, which was almost as wide and long as its head and it's thin, tentacle like tongue crept out and wrapped around a few strands of hair. It pulled the hair into its mouth and swallowed them whole before lickings its teeth and gums clean.

The creature turned about slowly, pushing itself along with just its chin so it wouldn't have to bother figuring out all those other muscles as it went. When it had turned around completely and was facing the window it gathered up its limbs beneath itself and shoved hard, launching itself off the vanity and back onto the floor. It landed with a thud and bounced a couple of times before coming to a stop.

"Is somepony in there?"

It stopped all motion and held perfectly still. Somepony had heard it! Panicking it flailed its limbs wildly in an attempt to right itself. Somewhere, inside its head, it heard a voice, possibly multiple voices, but it wasn't really smart enough to consider things like numbers.

"Probability levels are stable at Seventy-Eight percent!"

"Good good, tell it to get the hell out of there before somepony sees it!"

The creature wiggled wildly and finally managed to get its legs under itself, at that moment, the door opened, and, from its perspective, a giant yellow pony with a red ribbon walked into the room.

"Applejack? Are you in here? Shouldn't you be at the race by now?" called out the monster as it made its way inside. With another desperate leap the tiny pony made for the window, but it flailed through the air and hit the wall next to the windowsill instead, bouncing off with a thump. Applebloom turned to look for the source of the noise and saw the tiny pony flailing on the floor.

"Probability levels at Fifty-four percent and falling fast! Forty-Seven Percent!"

"Damn it all! Get it out of there! We need those sympathetics!"

Apple Bloom walked to the corner of the room next to the window where she saw what looked like, a small white mouse? She'd never seen one that looked this weird before, but what else could it be? The strange rodent think hiccuped and leapt into the air making a hideous popping and clicking noise as it went. Apple Bloom took a step back, not believing what she was seeing, and finding the unnatural creature repellent.

"Probability levels at thirteen percent! Seven percent! Zero! We have dissolvement!"

"BLAST!"

Apple Bloom stared in horror as the tiny white... thing, fell apart. It's flesh melted like red and white candle wax, its bones crumbled before liquefying themselves and even its eyes stretched out and popped like squeezed cherries as it turned into a puddle on the floor.

She gave a cry of horror and ran from the room to get Big Macintosh, half panicked over the bizarre sight. She still had trouble believing it had even happened, and by the time she was at the bottom of the stairs, she was questioning whether or not she had just been seeing things.

Meanwhile, back in the room, the small puddle that used to be a strange white pony, bubbled and steamed, bits of itself floating away and fading from existence. By the time Apple Bloom returned with Big Mac, there was no trace the tiny creature had been there at all, except for a few strands of Applejacks hair laying on the floor.

"Damned unlucky that."

"Any chance of the secondary succeeding?"

"Not likely, but we'll keep it on her anyway. Who knows. Maybe she'll cut herself during this silly run of theirs."

"One can hope."

Chapter 6

It was a great day for running. Applejack ran with abandon over the well worn trail, her legs pumping beneath her so fast and hard that she barely seemed to touch the ground at all. It was a liberating feeling, to let loose like this, to just allow herself to run free with every ounce of energy she had. She had loved running for so long, and somehow, somewhere along the way, under all the stress of managing that failing farm, she had forgotten how much she loved it, how much it had meant to her. She would have to do this more often, just leaping onto the trail and letting herself go.

"A...Applejack! C..can we slow down yet? Pleaase!?"

Applejack blinked herself free from her thoughts and grinned wickedly before taking a quick look back. Twilight had somehow managed to keep up with her, although she was clearly straining herself much harder than she was used to in order to keep it up. The purple unicorns mane flowed behind her and sweat was streaming off her brow.

"Now ya'all know the plan Twi!" She called out behind her, "We put a fair run ahead of the others first, and then we can slow down to a pace ya find more manageable. Just cuz' you're runnin' with me doesn't mean I intend to come in any other position 'sides first!"

Twilight's ears fell back and her eyes filled with despair at the thought of having to keep up with her athletic friend for much longer. Applejack, on the other hoof, was doing her best not to fall over and crack up. In truth, they had already put a very good head start on most of the other competitors, and it didn't really matter to her if she won or not. This was just a fun exercise and a good chance to get back at Twilight for her demanding training regiment.

She considered teasing Twilight for a few more minutes before finally deciding to let her friend off easy.

"Alright then, this seems far enough, let's take it at a trot for now," She said before slowing down. Twilight almost fell over, chest heaving, and legs wobbly as she came to trot beside her friend. Her mane was plastered to her head and neck and her tail dragged in the dust. Applejack was unable to keep the goofy grin off of her face and pretended to admire the scenery so that Twilight couldn't see her smile.

"I'm glad ya'all decided to join me this year, Twi. It's always more fun to do these things with somepony than alone." Twilight smiled awkwardly, she was still exhausted from the initial burst of speed, but was having an easier time keeping with Applejacks more reasonable pace.

The two ponies were enjoying the scenery in relative quiet as they ran along, a quick look at a directional arrow turned them off at a right fork and deeper into the woods. Twi frowned as they changed direction and looked back on the sign curiously. She thought she had memorized a map of the trail, but maybe it had been changed just before the race started. She dismissed her worries quickly, since they stole from her concentration, and she went back to focusing on keeping pace.

A minute after they went past a brown furred unicorn popped his head from the bushes and grinned maniacally. He gave the sign a spin till it pointed back in the right direction and hunkered down again, just as the main pack of racers went barelling past. He popped his head out again and watched them go. Billy had been right, the arrogant little dirt skin had been the first racer out of the gate, and it looks like some tribal traitor was keeping her company. The Esker family would soon teach those two a good solid lesson in the natural order of things...

-----------@@@-----------

"The racers have been off to a good start, with most of them concentrated together in the main pack, a few stragglers have fallen behind and a few more have gotten ahead!"

Spike stepped back from the microphone and made a few more adjustments tot he balloons controls, making sure it kept up with the bulk of the racers. All things considered things were looking up.

"Spiiiiike," came a high pitched whine from the other side of the basket, "I'm hungryyyyyyy! Didn't you bring anything else besides these dumb rocks?"

Well, mostly up. Sweetie Belle sat in the corner looking miserable, she had pried open his lunch basket and found it full of a wide variety of gemstones, from common sapphires for snacking to some really juicy rubies if he felt like pigging out a bit. The unexpected hitch-hiker had already spilled many of them onto the floor of the basket and was digging down futilely to look for something a pony could digest. Spike rolled his eyes and walked over to the piggish unicorn.

"Well, I did also bring some ice cream, but I don't think your sister would appreciate me letting you just eat a tub of that for lunch." Spike rummaged through another box and pulled out the colorfully marked container. Sweetie's eyes went as wide as saucers and she jumped at Spike, knocking him down in her exuberance.

"Chocolate waffle crisp cookie dough! That's my favorite!!!" she cried out as she snatched the confection away, prying it open with her hooves. She glanced around for a moment, before looking back to Spike pleadingly. With an annoyed expression on his face he passed the little pony a spoon and she greedily began to devour the bucket.

Content that his unwelcome co-pilot was out of the way for now, he grabbed the binoculars and scanned the race track to see what was up. After a few moments he frowned and looked ahead, then back. Where were Twilight and Applejack? After a few more minutes of searching he shrugged, and lifted the microphone to continue his commentary.

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Twilight was exhausted. Beyond exhausted really, she had begun to enter a world where her vision was obscured by a bright whiteness, not really a light, just a presence, that overcomes the minds of those who are pushing themselves too far past their limits. She shook her head and briefly glanced at the pony next to her, watching the physically perfect Applejack run was an inspiration, heavy, strong muscle under bright orange fur, each stride was like a work of art, drawing Twilight to follow. She shook her head and blushed deeply. What was with her lately? She kept getting distracted by the most irrelevant things.

Slowing down the pace had let her return to thinking a bit, but her lungs still burned and her legs were starting to feel numb, Maybe she should ask for a break? She looked again over to Applejack, who strode easily at the already gentle jogging pace they were maintaining. Would stopping mean letting her down? Surely she'd be annoyed, maybe even angry that Twilight was so weak and frail that she couldn't even keep up this slow a pace! Twilight swallowed hard at the thought, but she was getting way too tired, she needed to stop soon! But she couldn't let Applejack down! She shuddered a bit and gave an internal scream of frustration, desperately trying to clear her thoughts.

"Who the hey is that?"

Twilight blinked at the sentence and glanced over at Applejack, she had a confused look on her face and stared straight ahead. Twilight turned and saw the source of their confusion, there was another pony ahead of them! This should have been impossible, they were definitely the first out of the gate, and nopony had passed them at any time, but there was definitely some dust being kicked up by the form in front of them. Applejack gave a frown and narrowed her eyes.

"Ya think it could be a cheater Twi?" she asked with a hard edge in her voice. Applejack was usually a pretty good sport, but she hated cheating, and the tone worried Twilight that her friend might do something a bit rash. She meant to give a real reply, but her exhaustion prevented her from speaking and instead she simply gave the impression of a non-committed grunt. Applejack seemed to take this as an affirmative and set her jaw before charging forward, Twilight looked in horror as her friend picked up speed. Desperate not to be left behind, the purple unicorn closed her eyes and strained forward with everything she had.

"Hey! Hey You!" cried out Applejack as she began to catch up with the running figure. She passed through the dust and came out the other side to find herself face to face with... Derpy Doo?

"Hi Applejack!" cried out the grey mailmare as she happily trotted along the path. Applejack knew that Derpy was a bit ditzy at times, but basically a good mare. It just seemed completely out of her character to be cheating! Maybe she had wandered off and back onto the trail though?

"Derpy? How did ya'all get ahead of us?" she demanded. The cross eyed pony gave her a confused look, and scrunched up her muzzle at the question.

"Ahead of what?" she asked, her voice filled with confusion. before she could reply though, there was a cry behind her and Twilight, eyes shut, mouth open as she screamed in pain, desperately trying to keep up the pace charged through the dust cloud and directly in Derpys flank. With another series of cries both mares tumbled forward and rolled several dozen feet before skidding to a stop. Applejack dug her hooves in and stopped over the two tangled up ponies.

"Are ya'all alright?" she cried out as she looked them over. Derpy's eyes were spinning, but that wasn't too unusual and the pegasus was standing up without any real trouble. Twilight though, simply lay on the ground panting and wheezing, her hooves clutched to her chest as she struggled for breath. Both Applejack and Derpy were hovering over her now, looks of concern on their faces. Twilight strained to see properly, to make herself get up, but she just couldn't move anymore. She looked up into Applejacks big worried eyes and began to cry.

-----------@@@-----------

"That's a bit weird, isn't it?" Fluttershy spoke, mostly to herself. as she sat on the sun blanket. She gazed at the distant balloon were Spike was making his announcements and frowned slightly.

"I'm sorry dear, what was that?" Rarity sat in the shade of an over sized pink and purple parasol, lounging on a fainting couch she had somehow managed to get out near the finish line. She had been listening to the commentary and reading a stack of fashion magazines as she relaxed with her best friend. Tricking Sweetie Belle into hiding in the balloon may have been a bit mean, but she was sure her sister was having fun with Spikey-wikey. The two of them were very cute together, and Rarity held some private hopes that Spikes little crush would one day brush off of her and onto someone of a more appropriate maturity.

"It's just that.. well. I-It's probably nothing" Fluttershy looked down and began to twiddle her hooves a bit nervously. Rarity smiled gently reached a hoof down to gently rub her friends back. Fluttershy had trouble relaxing around most ponies, but Rarity had a tendency to listen to her when others wouldn't, and never seemed to judge her or her sometimes, weird decisions. A lot of people tended to look down on ponies who lived on the edge of society, by themselves, with lots of pets and an aversion to long conversations.

"Spike hasn't mentioned Applejack or Twilight at all." she finally squeaked out. Rarity frowned and sat up, looking down at her friend.

"Really?"

"Well, he mentioned that they were the first out of the gate, but he hasn't said one word on them since. And, he just said Raindrops was in the lead. Isn't that a bit weird?"

Rarity kept the frown on her face and looked up at the balloon. Fluttershy was right, it was weird. It seemed impossible that anypony else in ponyville could outrun Applejack, and if she'd even been passed Spike should have brought it up just on that improbability alone.

"I'm going to go check with some of the officials" she said, standing up and hopping over her yellow friend, "do let me know if they mention anything else, but it's likely they just took a wrong turn and got lost. I swear, they never mark the paths on this run properly"

Rarity walked off as Fluttershy nodded and turned her attention back to the commentary coming from above.

-----------@@@-----------

Applejack was furious. She stomped on the ground in anger and finally sat down with a deep scowl on her face.

"I can not believe this is happening! How could I have been so stupid!" she cried out and turned to glare behind her. Twilight and Derpy both looked taken aback and turned to fae away from the furious Earth pony.

It had taken several minutes to calm down Twilight, who had finally managed to choke out how exhausted she was, and how she had almost passed out. Applejack had been startled and even upset, mostly because of how worried she now was about her friend. After a quick hug she'd told the purple unicorn to take as much time as she needed to recover, and scolded her gently for not letting Applejack know just how badly she had been,

Applejack couldn't understand why Twilight had been so reluctant to tell her. Maybe she had teased too hard about the race, pushed Twilight when she shouldn't have. She began to worry that she was taking too much advantage of Twilight, and that maybe she wasn't being a very good friend about it. But it was the conversation with Derpy that had really gotten her riled up. The Mailmare had explained that she wasn't in the race at all, and was just returning from a delivery. Since it was the days last package, she'd decided to detour through the woods and enjoy the autumn leaves before they were all knocked down.

"I totally forgot the running of the leaves was today! But shouldn't we be well out of the way for the track anyway?" she'd explained as she sat with the two racers. She pulled her official Ponyville mail map and pointed to their location. Indeed they were way to far east, near where the woods meet up with the Everfree forest. Twilight had regained a bit of her breath and confessed that she thought they had gone off the path a while back, but hadn't been sure enough to say anything.

And so, Applejack kicked and tore at the dirt beneath her, once again, someone had done the simple trick of turning a sign and she'd been completely thrown off course and away from the race. There was no way to get back to the track in time to catch up with the other racers, even if Twilight hadn't pushed herself too far to safely do anymore running. She stopped her wordless tantrum and sat down on the ground, hanging her head low. One more failure. Couldn't even read a stupid map and stay on a dumb track. Everything came racing back to her, the failing farm, the lost iron pony competition, all the second place ribbons at the Canterlot rodeo, and so many other failures piled one on top of the other to remind her that, in the end, she was a loser. She should've known better than to try and win a race. There was only one place where she was any good at anything.

"I'm real sorry Twi. I shoulda' noticed the sign was moved and led us in the right direction in the first place." She turned to see the exhausted unicorn look down, unwilling to meet Applejacks sorrowful gaze. Applejack couldn't help but wonder if her friend thought of her as a stupid failure too. It wouldn't surprise her. She was so kind, to put so much effort into trying to help her idiot earth pony friend that she wouldn't even tell Applejack when she was hurting. Twilight could've been seriously injured if she had pushed herself much harder, and that also would've been Applejacks fault.

The orange farm pony took off her hat and held it in her hoof, looking into the bowl of it and remembering another time she had failed someone. How her mom and dad had tried to comfort her in their last minutes, and her mom had given her this hat. One more instance of other ponies suffering for her failure.

She looked up at the two other ponies and opened her mouth to speak again, but was interrupted by a flash of yellow light and a sudden feeling of pain on her shoulder. She rolled with the blow and came to her hooves in a fighting stance. She glanced over and in horror saw two more blasts hit her friends, Twilight, already weak from the run, appeared to be unconscious, and Derpy, who had been knocked down, was curled up in a ball cowering and wailing in fear.

Another blast shot from the bushes and Applejack dodged easily before rushing forward, she dodged two more blasts and suddenly found herself floating in the air. A blue and red magical aura showed that she was suspended by unicorn magic. She struggled and squirmed, but it was no use, without some sort of footing, or something to grab hold of, she was trapped.

Two unicorns stepped out of the bushes to either side of her, one had a white coat with a yellow mane, and his horn glowed red. The other unicorn seemed to be almost identical, except his coat was yellow and he had a white mane, they even had identical cutie marks, which appeared to be a couple of moonshine jugs with "XXX" written on their sides. Applejack knew them from somewhere, but she couldn't quite place them, not until a third unicorn strode out of the shrubbery.

"Esker Billy!! What the Sam-hill is the meanin' of this!?" she struggled again in the air, but it was no good, she was trapped by the two brothers holding her up. She recognized them now as other members of the Esker Clan, ponies she'd seen about during their irregular dealings, but she didn't know their names. Two other Esker ponies trotted out from the trees and onto the path. One of these was a big bruser with a black coat and a matching mane, and a simple shovel as his cutie mark. The other one was smaller, but had an unusually long horn, his green coat a sharp contrast to his pink mane. His cutie mark appeared to be a woodcarving knife.

"You know what this is about, you damn dirt skin! You cheated on me back in the arena, and I'm here for a little payback!" Applejacks eyes went wide, first at the blatantly tribalist insult, and then at the accusation of cheating! She narrowed her eyes and her blood began to boil.

"You cowardly, underhanded, snake! Ya'all was the one that broke the rules! How dare ya' hurt my friends and than accuse me of being a cheat! You're the cheat!" Esker Billy pushed forward till he was nose to nose with the farm pony.

"YOU PUSHED ME! YOU TRICKED ME AND YOU CHEATED! YOU KNOW A STUPID DIRT SKIN COULD NEVER HAVE BEATEN ME IN A FAIR FIGHT AND YOU TRICKED ME!!!" he screamed at the top of his lungs, his family members turned to face him and nodded in unison. The Black pony took this time to walk over to Derpy and give the cowering pegasus a little kick. She wailed in fear and pulled herself in tighter. This seemed to amuse the larger unicorn who chuckled to himself and gave her another harder kick. Applejack glared into Esker Billys eyes and held him with a hard stare.

"I'll fight ya'all right now. Let me down and we'll have that fair fight you wanted. No judges around here. Just you, and me." Billy shook his head and grinned wildly at the earth pony, his wide eyes filled with a deep hatred.

"And give you another chance to cheat? Or maybe just run away? Oh no. Ya ain't gettin' out of this so easy."

With that he turned on his hooves and kicked Applejack in the gut as hard as he could. She gasped in pain at the hard hit and clenched her eyes shut, but it didn't stop there. He bucked her twice more in the gut, the last one had her gasping for breath. He turned around and used the pinch of his hoofs wrist to grip her hair and force her head up.

"You embarrassed me, and humiliated me. And now, i'm gonna do the same to you, and your friends, the retarded cloudhumper, and the purple little tribe traitor." Applejacks eyes went wide in horror and then shut as the first hoof struck her in the jaw.

-----------@@@-----------

Twilight floated on a sea of blue. It wasn't water, and it wasn't a fluid either. It was more like the essence of blue itself. It was electric, and tingled her all over as she floated. She struggled to remember how she had gotten here, but everything was a blank. There was no before here, not that she could recall. Except, she was sure there was. Applejack had been mad about something, and then there was a burst of yellow light. Her friend had been struck and rolled through the air.

That's right! There had been magic! A definite pulse of it had come from the side of the road and, they were under attack!

Twilight's eyes shot open and she stared into the deep blue eyes of another unicorn. His pink hair bobbed a bit as he stepped back before grinning widely.

"Oh good. Ya'all is awake!" he grinned wickedly and his horn glowed with a green magic, he pulled a sharp knife out from his mane and let it float between the two of them, "I likes it better when I can hear the little animals all a screamin, so I bets I'll likes it better when I use this onna pony too..."

Twilights eyes were wide, and she glanced quickly around. Derpy was only a few feet away, a large Black unicorn was kicking her repeatedly and laughing as she cried out.

"Noooooo!!! P-please stooop! D-do-don't make me fight! I h-hate fighting! I haaate fighting! P-please no! They p- promised! N-never again! P-pppleaase! Nooooooooooo!!"

Even as she listened to Derpys loud crying she heard another sharp sound and her eye rolled over to see Applejack, suspended in a duel cooperative magic field (nether unicorn was probably strong enough to lift an uncooperative pony on their own, few unicorns were) while a third leaned back and firmly punched her right in the chest. The orange Earth pony had bruises on her side, stomach and face, and a swelling black eye. She glared at her assailant though with a steady fury.

As Twilight took this in she felt something tap against her horn and looked back at the mad blue eyes of the green and pink pony standing over her.

"Ya really shouldn't be worried about them. We're gonna play a little game ya see and.."

He never got to finish his sentence. The blast of purple magic sent him flying well over the treeline and he crashed through the forest canopy several hundred yards away. The other unicorns stopped and turned to see the tiny purple pony slowly struggle to her feet and glare at them with a deep anger in her eyes.

The large black unicorn stepped over Derpy and suddenly found himself lifted bodily into the air. Unlike the two brothers holding Applejack, Twilight had no trouble at all lifting an unwilling pony. She flipped the larger unicorn over her head and into a tree behind her horn first. his eyes rolled for a moment before he regained his senses and found himself stuck. He pressed his hooves against the bark and strained to try and remove himself.

A burst of yellow magic flew at Twilight from the unicorn that had been hitting Applejack, only for Twilight to simply absorb the blast into her own horn. Billy's eyes widened in shock. He'd never even heard of a unicorn that could absorb magic like that! He glanced around quickly than smiled as a plan came to mind. Lowering his head he fired three more quick shots at the frightening opponent. Two flew wide and the third was absorbed as easily as his initial blast.

"Give up now. Your magic is far weaker than mine, and I can easily handle all three of you." Twilight managed to get her speech out, but she was trembling inside. Between her exhaustion from the run and the surprise hit she had taken earlier, she was rapidly running out of energy, it was hard for her to even stay awake, nevertheless focus well enough to make a decent attack spell. If they came after her with magic she should be able to turn it against them easily enough, but if he chose to physically fight her, she would be in trouble. The white unicorn grinned broadly back at her.

"Dontcha' mean four?"

Twilight puzzled this briefly before turning in a rapid circle. Surely enough, the large black unicorn was right behind her, a chunk of tree still stuck to his horn where Billy had blasted him free with his two other blasts. The larger unicorns face was filled with rage and he lifted a large hoof into the air. Twilight didn't have time to react, she closed her eyes and prepared to receive the blow, but it never came. Behind her she heard a unicorn shriek in pain. and opened her eyes to see one of the two brothers staring at his head in horror, his horn had been cut, a full three inches removed from the tip, and blue magic poured out, almost liquid as it streamed from his head. His eye's rolled into his skull and he fell to the ground unconscious. The other unicorns, including Twilight stared in horror at the sudden mutilation, and where so distracted they didn't even notice that, with the magic dissipated, Applejacks feet also hit the ground.

The yellow haired unicorn was flying through the air a fraction of a second later, his ribs shattered from the double hoofed buck right into his side. He slammed into a tree and fell to the ground as his world turned black.

An orange blur rushed past Twilight and the large black unicorn shuddered before falling down unconscious. Twilight looked up and saw Applejack standing over her protectively. Her bruises stood out as dark stains against her fur, and blood dripped from her snout. Her eyes though, were a perfect green fury. The wind blew gently, making her hair, loose from its usual bindings flow gently in the breeze. Twilight blushed deeply at the sight of her friend, so strong and powerful, standing over her with such determination. Applejack stared at Billy Esker with a harsh finality. The white unicorn stumbled backwards a couple of steps and then shook himself. He lowered into a fighting stance and scowled at his hated enemy.

"This isn't over!" he cried out and his horn glowed yellow as he charged forward. Suddenly though, all the world was her eyes. Applejacks bright green eyes had moved with an impossible speed, and his face was snout to snout with the orange earth pony.

"Yeah, it is."

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"So you didn't see anything? Nothing at all?" Raritys voice was filled with concerned as placed a new bandage around Applejacks trunk. The three assaulted friends had managed to make their way to the starting line after leaving the battered Eskers behind. Derpy had been largely unharmed, just shaken by the violence of it all, and had helped to carry Twilight back. They had immediately been taken tot he medical tent.

"Nope. Just a quick blur of green and a flash of metal. Next thing I knew that Esker fellah' was screamin' his mouth off and half his horn bounced offa' my nose. I was too messed up from the punchin' to see anything more'n that." She flinched a bit as Rarity pulled a bandage especially tight. All things considered, she had gotten off luck. no broken bones at all, just a bunch of bruises.

"Ugh.. horrid." Rarity shuddered and took a step back. She gave Applejack a sad smile, "Not that i'm not glad someone saved you, but you have to understand, the idea of someone cutting off a unicorns horn is...well.. ugh," she shuddered again.

"The guards are back. They say there's no sign of the Eskers." Fluttershy walked over and sat next to Applejack and Rarity. Applejack looked down at her with a blank, sad face. Fluttershy smiled and reached up to give her orange friend a much needed hug.

Applejack hugged her back, and looked over at Derpy and Twilight, who were chatting amicably enough as they sat in the bunks next to each other. Twilight was healthy, but the exhaustion had really knocked her out. Still, all Applejack could see was her own failure. It was her fault her friends had been attacked. It was her fault that she wasn't strong enough to protect them.

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Deep out in the woods, a tiny white, stitched together pony, no bigger than a doll, pulled itself out from the knothole it had been hiding in while the guards had searched the area. it flopped to the ground and rolled for a moment before becoming still.

After a minute it managed to get its four legs beneath itself and staggered across the path, managing to fall over only once or twice before reaching its destination. Just a few hours earlier, Applejack had been suspended here, while Billy Esker had punched her repeatedly in the face, and the ground below was dotted with little red spots, bits of blood, dripped from an almost broken snout.

The tiny creature opened its mouth as wide as it could, the hinge of the jaw nearly at the back of its head and it leaned down to take the dirt and blood and swallowed it in one loud gulp.

It hiccuped and began to spin, slowly but gaining in speed and floated into the air, strange clicks and whirls as it went. It began to spin faster and faster and with a sudden pop, vanished.