1
00:00:00,627 --> 00:00:01,741
(Rainbow Dash grunts)

2
00:00:01,741 --> 00:00:02,670
(thud)

3
00:00:02,067 --> 00:00:05,271
Rainbow Dash: Woo-hoo!
Applejack: Hoo-wee!

4
00:00:05,271 --> 00:00:08,615
Applejack: Not a bad pitch fer a pony 
 who works with her head in th'clouds.

5
00:00:08,615 --> 00:00:11,494
Rainbow Dash: Oh yeah? Think you can do better, cowgirl?

6
00:00:11,494 --> 00:00:14,048
Applejack: I know I can.

7
00:00:15,999 --> 00:00:17,995
Oh, for Pete's sake...

8
00:00:17,995 --> 00:00:22,593
Rainbow Dash: (gloating) Ha, looks like this pegasus 
 can pitch better than the workhorse.
(Applejack winces)

9
00:00:22,593 --> 00:00:26,401
The object of the game is to get the CLOSEST to the stake.

10
00:00:26,401 --> 00:00:29,977
Applejack: All right, all right. Ya got another throw there, pony girl.

11
00:00:29,977 --> 00:00:31,881
(Rainbow Dash grunts)

12
00:00:31,881 --> 00:00:32,810
(distant crash)

13
00:00:32,081 --> 00:00:36,489
Applejack: Wow, Rainbow. You couldn't hit a barn 
 door with that kind of a throw.

14
00:00:36,489 --> 00:00:40,333
Rainbow Dash: (dismissive) Yeah, yeah. I still have 
 the closest throw, "Applesmack." [Applejack] (kicks horseshoe)

15
00:00:40,333 --> 00:00:41,866
Just try and beat it.

16
00:00:43,305 --> 00:00:45,116
(Applejack grunts)

17
00:00:46,556 --> 00:00:47,996
(metallic clink)

18
00:00:47,996 --> 00:00:50,178
Applejack: YEE-HAW! It's a ringer!

19
00:00:50,178 --> 00:00:52,454
That's how we do it down here on th'farm.

20
00:00:52,454 --> 00:00:53,801
Rainbow Dash: (in denial) I lost.

21
00:00:53,801 --> 00:00:57,191
Applejack: Now, don't feel bad, Rainbow. It's all in good fun.

22
00:00:57,191 --> 00:00:59,234
Rainbow Dash: (brooding) I HATE losing.

23
00:00:59,234 --> 00:01:03,367
Applejack: Besides, yer a mighty good athlete. I'm just better. (chuckles to self)

24
00:01:03,367 --> 00:01:07,408
Rainbow Dash: All right, Applejack. You think YOU'RE 
 the top athlete in all of Ponyville?

25
00:01:07,408 --> 00:01:11,750
Applejack: (boastful) Well, I WAS gonna say in all of 
 Equestria, but that might be gildin' the lily.

26
00:01:11,075 --> 00:01:15,604
Rainbow Dash: ...And I think I'M the top athlete. So...let's prove it.

27
00:01:15,604 --> 00:01:16,812
Applejack: Prove what...?

28
00:01:16,812 --> 00:01:20,341
Rainbow Dash: I challenge you to an Iron Pony competition.

29
00:01:20,341 --> 00:01:25,821
A series of athletic contests to decide who's the best...once and for all.

30
00:01:25,821 --> 00:01:29,281
Applejack: ...You know what, Rainbow? Yer ON.

31
00:01:29,281 --> 00:01:30,395
(both spit on hooves)

32
00:01:30,395 --> 00:01:31,278
(brohoof)

33
00:01:33,553 --> 00:01:39,776
(theme song begins) My Little Pony, My Little Pony, ah, ah, ah, ah,

34
00:01:39,776 --> 00:01:44,023
(My Little Pony) Twilight: I used to wonder what friendship could be

35
00:01:44,234 --> 00:01:48,014
(My Little Pony) Until you all shared its magic with me

36
00:01:48,135 --> 00:01:50,055
Rainbow Dash: Big adventure
Pinkie Pie: Tons of fun

37
00:01:50,055 --> 00:01:52,064
Rarity: A beautiful heart
Applejack: Faithful and strong

38
00:01:52,064 --> 00:01:54,064
Fluttershy: Sharing kindness
Twilight: It's an easy feat

39
00:01:54,637 --> 00:01:57,005
All: And magic makes it all complete, yeah

40
00:01:57,052 --> 00:02:05,046
(My Little Pony) Do you know, you're all my very best friends

41
00:02:11,077 --> 00:02:12,089
(Rainbow Dash grunts and stretches)

44
00:02:18,321 --> 00:02:22,018
Applejack: See, we've set up a bunch of 
 events t'see which one of us is-

45
00:02:22,176 --> 00:02:25,052
Rainbow Dash: (straining) The most athletic pony ever! (grunts)

46
00:02:25,519 --> 00:02:27,038
Twilight: ...And I'm here to...?

47
00:02:27,377 --> 00:02:31,046
Rainbow Dash: Uh...I dunno. Why IS she here?

48
00:02:31,464 --> 00:02:33,060
Applejack: T'be our judge and keep score.

49
00:02:33,006 --> 00:02:38,089
Rainbow Dash: Right. SOMEPONY'S gotta record my awesomeness for the history books!

50
00:02:38,894 --> 00:02:41,012
(Rainbow Dash grunts)

51
00:02:41,123 --> 00:02:46,093
Spike: (projecting voice) Hello, everypony, and welcome to the First Annual Iron Pony Competition!

52
00:02:46,928 --> 00:02:49,085
Twilight: Uh, Spike? Who are you talking to?

53
00:02:49,854 --> 00:02:52,022
Spike: Uh...them!

54
00:02:53,801 --> 00:02:57,080
Let the games BEGIN!
(ponies cheer)

55
00:03:00,535 --> 00:03:03,097
Twilight: Ready...set...go! (zoom)

56
00:03:07,297 --> 00:03:08,036
(Applejack gasps)

57
00:03:08,036 --> 00:03:09,015
(barrel wobbles)

58
00:03:09,015 --> 00:03:10,050
Applejack: Dagnabbit.

59
00:03:10,497 --> 00:03:13,084
Twilight: Time, Spike?
Spike: 17 seconds.

60
00:03:13,084 --> 00:03:17,014
Applejack: Yer kiddin'! That breaks my record from last year's rodeo!

61
00:03:17,137 --> 00:03:20,090
Spike: But...you get a five second penalty for nudging the barrel.

62
00:03:20,899 --> 00:03:22,083
Applejack: (sighs, kicks rock) Nuts'n'shrews.

63
00:03:22,826 --> 00:03:25,094
Still, that's 22 seconds. Not too shabby.

64
00:03:27,377 --> 00:03:30,077
Hey. Don't be nervous. Remember, it's all in good fun.

65
00:03:30,768 --> 00:03:32,025
Now git on up there.

66
00:03:33,507 --> 00:03:35,041
Twilight: Ready, set, go!

67
00:03:40,052 --> 00:03:47,090
Applejack: Whoo! That was some fancy hoofwork there, Rainbow.
Rainbow Dash: (panting) 
 Thanks, but I couldn't have been as fast as you.

68
00:03:47,904 --> 00:03:49,062
Applejack: What was the time on that, Spike?

69
00:03:49,622 --> 00:03:51,025
Spike: 18 seconds!

70
00:03:51,248 --> 00:03:57,001
Applejack: 18 seconds?! Rainbow, are you sure you're not secretly a rodeo pony?

71
00:03:57,006 --> 00:03:59,068
Twilight: Rainbow Dash wins the barrel weave!

72
00:04:01,395 --> 00:04:06,027
Rainbow Dash: Can't believe I won!
Applejack: Yeah, well, 
 don't you go gettin' used to it.

73
00:04:08,546 --> 00:04:13,093
(Rainbow Dash kicks target, bell rings, ponies cheer)

74
00:04:13,933 --> 00:04:18,053
Applejack: Mighty respectable, (spits) but lemme show ya how it's REALLY done.

75
00:04:18,531 --> 00:04:20,067
(Applejack grunts, shatters target, bell dings)

76
00:04:20,667 --> 00:04:22,034
(ponies cheer, bell whooshes as it flies through air)

77
00:04:22,339 --> 00:04:23,080
Applejack: Years of applebuckin'. (kicks tree)

78
00:04:23,802 --> 00:04:27,094
(apples thud to the tune of Shave and a Haircut, bell dings)

79
00:04:27,935 --> 00:04:30,095
(Granny Smith cheers feebly, Applebloom cheers loudly)
Big Mac: Ee-yup.

80
00:04:30,954 --> 00:04:33,037
Spike: (with dread) Why me...?!
Twilight: GO!

81
00:04:33,369 --> 00:04:37,032
Spike: Whoa! Whoooa! Whooooa!

82
00:04:37,316 --> 00:04:40,024
Whoa! WHOOOOOA! (crashes)

83
00:04:40,242 --> 00:04:42,080
Spike: ...Ouch.

84
00:04:42,796 --> 00:04:44,093
Rainbow Dash: Ready for another pony ride?

85
00:04:44,932 --> 00:04:45,091
Spike: (fearfully) No...

86
00:04:45,907 --> 00:04:49,044
Twilight: GO!
(Spike mimics jackhammer, screams)

87
00:04:49,437 --> 00:04:52,087
Twilight: Rainbow Dash wins the bronco buck!

88
00:04:52,873 --> 00:04:55,089
Spike: (crashes, grunts) And I lose...

89
00:04:55,892 --> 00:05:00,030
(ponies cheer, rope whooshes through air)

90
00:05:00,304 --> 00:05:04,011
(Applejack's rope twirls rapidly and consistently)

91
00:05:04,112 --> 00:05:07,027
(Spike yelps, grunts)

92
00:05:07,027 --> 00:05:09,050
Spike: How do I get roped into these things?!

93
00:05:09,499 --> 00:05:14,024
Rainbow Dash: (grunting) ...Does this count?

94
00:05:17,812 --> 00:05:21,053
(Applejack grunts repeatedly, crashes to ground)

95
00:05:21,527 --> 00:05:27,001
(ponies cheer)

96
00:05:28,678 --> 00:05:30,010
(Rainbow Dash grunts)

97
00:05:32,254 --> 00:05:33,051
(thud, Rainbow Dash raspberries)

98
00:05:33,508 --> 00:05:36,062
(projectile whizzes through air, thud, ponies cheer)

99
00:05:38,477 --> 00:05:40,089
(Applejack grunts, yelps)

100
00:05:42,471 --> 00:05:45,040
(Rainbow Dash grunts, Applejack kicks)

101
00:05:48,276 --> 00:05:51,006
(ponies gasp, Fluttershy gasps, number crashes into board)

102
00:05:51,062 --> 00:05:54,008
Spike: (projecting voice) Fillies and gentlecolts!

103
00:05:54,081 --> 00:05:59,075
At the halfway point, our competitors are tied at 5 and 5!
(poof)

104
00:05:59,747 --> 00:06:01,046
Twilight: Who are you talking to?!

105
00:06:01,465 --> 00:06:03,004
Spike: THEM!
(Twilight gasps)

106
00:06:03,044 --> 00:06:06,002
(crowd cheering)

107
00:06:06,016 --> 00:06:11,050
Twilight: 95...96...97...
(Applejack straining)

108
00:06:11,496 --> 00:06:13,035
98...
(Rainbow Dash straining)

109
00:06:13,354 --> 00:06:15,091
99...
(both straining)

110
00:06:15,908 --> 00:06:18,018
...a hundred!

111
00:06:18,183 --> 00:06:19,025
Rainbow Dash: Yes!

112
00:06:19,252 --> 00:06:20,060
(Applejack crashes to ground, grunts)

113
00:06:20,598 --> 00:06:23,029
(bell dings)
Applejack: (to self) Be a good sport, Applejack...

114
00:06:24,036 --> 00:06:25,017
(Applejack grunts)

115
00:06:31,016 --> 00:06:31,079
(Rainbow Dash grunts)

116
00:06:32,301 --> 00:06:33,028
(Rainbow Dash gasps)

117
00:06:33,625 --> 00:06:34,065
(brakes squeal)

118
00:06:36,504 --> 00:06:37,057
(bell dings)

119
00:06:38,362 --> 00:06:41,010
(chickens clucking)

120
00:06:41,101 --> 00:06:44,064
(chicks chirping)

121
00:06:45,745 --> 00:06:54,085
(mud sloshing)

122
00:06:50,782 --> 00:06:51,071
(Applejack gasps)

123
00:06:55,382 --> 00:06:57,098
Twilight: All right, you two. This is the final event.

124
00:06:57,982 --> 00:06:59,089
Give it all you've got.

125
00:07:03,695 --> 00:07:05,013
(Applejack straining, Rainbow Dash grunts)

126
00:07:05,134 --> 00:07:07,097
Spike: (projecting voice) Looks like the workhorse might come out ahead in this one!

127
00:07:07,967 --> 00:07:11,031
(Applejack grunts)

128
00:07:11,311 --> 00:07:15,077
Applejack: (mouth full) That's not fair! Y'can'd use yer wings t'help ya win!

129
00:07:15,769 --> 00:07:16,063
Rainbow Dash: (mouth full) Huh?!

130
00:07:16,063 --> 00:07:18,023
Applejack: (mouth full, accusatory) You're cheadin'!

131
00:07:18,023 --> 00:07:21,048
Rainbow Dash: (mouth full) I can'd understand you wid dat rope in your mouth!

132
00:07:21,481 --> 00:07:23,071
Applejack: I said...uh oh.

133
00:07:23,071 --> 00:07:27,015
(Applejack grunts, ponies cheer)

134
00:07:26,241 --> 00:07:27,008
Rainbow Dash: WOO-HOO!

135
00:07:27,077 --> 00:07:29,077
I win by a landslide.

136
00:07:29,771 --> 00:07:32,037
Or..."mudslide," in your case.

137
00:07:32,371 --> 00:07:33,090
(Rainbow Dash chuckles)

138
00:07:33,904 --> 00:07:36,079
I AM THE IRON PONY!

139
00:07:36,787 --> 00:07:38,069
Applejack: Only 'cuz ya cheated!

140
00:07:38,687 --> 00:07:40,040
Rainbow Dash: What?!

141
00:07:40,405 --> 00:07:43,094
Applejack: You used your wingpower to help you win over half those contests!

142
00:07:43,935 --> 00:07:46,068
Rainbow Dash: (dismissive) Sounds like sour apples to me.

143
00:07:46,675 --> 00:07:49,014
Applejack: Are you sayin' you DIDN'T use yer wings?

144
00:07:49,136 --> 00:07:50,072
Rainbow Dash: (hesitantly) Well...no...

145
00:07:50,719 --> 00:07:53,004
(defensively) But you never said I COULDN'T use my wings!

146
00:07:53,037 --> 00:07:56,012
Applejack: I didn't think I NEEDED t'tell ya t'play FAIR!

147
00:07:56,125 --> 00:07:58,091
Rainbow Dash: (indignant) I still would have won even without my wings!

148
00:07:58,912 --> 00:08:00,040
Applejack: (scoffs) Prove it!

149
00:08:00,398 --> 00:08:02,058
Rainbow Dash: Gladly. How?

150
00:08:02,058 --> 00:08:04,067
Applejack: Tomorrow's the annual Runnin' of the Leaves.

151
00:08:04,067 --> 00:08:07,008
I challenge you t'race me in it.

152
00:08:07,085 --> 00:08:09,073
Rainbow Dash: (dismissive scoff) Easy-shmeasy.

153
00:08:09,732 --> 00:08:11,022
Applejack: Hold on!
(Rainbow Dash grunts)

154
00:08:11,218 --> 00:08:13,035
There is one condition.

155
00:08:13,354 --> 00:08:17,026
The point is to RUN, so no wings allowed.

156
00:08:17,255 --> 00:08:20,060
Rainbow Dash: No wings? (Applejack grunts) No problem!

157
00:08:20,599 --> 00:08:21,099
(Applejack spits into hoof)

158
00:08:21,992 --> 00:08:23,001
(Rainbow Dash spits into hoof)

159
00:08:23,014 --> 00:08:24,018
(brohoof)

160
00:08:24,175 --> 00:08:26,025
(Rainbow Dash raspberries)

161
00:08:26,251 --> 00:08:29,019
(both chuckle then abruptly stop)

162
00:08:33,881 --> 00:08:37,013
Spike: Twilight, hurry up! We're gonna be late for the race!

163
00:08:37,132 --> 00:08:39,050
Twilight: Why are YOU so excited about the race?

164
00:08:39,005 --> 00:08:40,071
It's only for ponies.

165
00:08:40,707 --> 00:08:43,026
Spike: Yeah, but I'm hoping I can be the announcer again.

166
00:08:43,262 --> 00:08:45,086
Just listen: Fillies and gentlecolts,

167
00:08:45,862 --> 00:08:48,065
Spike: (drowned out) Welcome to the annual running-
Pinkie Pie: (amplified) 
 Welcome to the annual Running of the Leaves!

168
00:08:48,649 --> 00:08:53,062
This is Pinkie Pie, your official eye in the sky announcer!

169
00:08:55,197 --> 00:08:59,014
Twilight: Sorry, Spike. I guess that job's already taken.

170
00:08:59,144 --> 00:09:03,030
Pinkie Pie: As everypony knows, the running is 
 a very important tradition, for without it,

171
00:09:03,003 --> 00:09:06,023
the autumn leaves of Equestria would never fall.

172
00:09:06,226 --> 00:09:10,082
So get ready, ponies. The Running of the Leaves will begin in five minutes!

173
00:09:12,403 --> 00:09:17,042
(ponies chattering and stretching)
(Applejack grunting)

174
00:09:17,418 --> 00:09:21,055
Rainbow Dash: (gloating) Pardon me. Excuse me. Make way for the Iron Pony.

175
00:09:21,551 --> 00:09:23,050
Applejack: The "Iron PHONY," y'mean.

176
00:09:23,502 --> 00:09:27,040
Rainbow Dash: So, Applejack, you ready to win SECOND place?

177
00:09:27,403 --> 00:09:29,091
Applejack: I'm ready to run a good, CLEAN race.

178
00:09:29,911 --> 00:09:31,072
Rainbow Dash: Yeah, yeah.

179
00:09:31,722 --> 00:09:33,073
Applejack: You are NOT allowed to use yer wings!

180
00:09:33,073 --> 00:09:37,071
Rainbow Dash: I could win this race with both wings tied behind my back.

181
00:09:39,059 --> 00:09:42,008
(Applejack strains, rope tightens)

182
00:09:42,078 --> 00:09:43,070
Applejack: Trussed up like a turkey.

183
00:09:43,703 --> 00:09:45,079
Well, a turkey who can't fly, that is.

184
00:09:45,793 --> 00:09:47,046
Rainbow Dash: Very funny.

185
00:09:47,465 --> 00:09:50,030
Applejack: At least now we know we're racin' fair'n'square.

187
00:09:53,223 --> 00:09:55,027
Spike: Um...Pinkie Pie?
(trumpets playing Call to Post)

188
00:09:55,267 --> 00:09:57,031
Pinkie Pie: Hey, Spike! What's up?
(trumpets playing Call to Post)

189
00:09:57,031 --> 00:09:59,008
Oh wait, it's me! I'm up!

190
00:09:59,075 --> 00:10:00,019
(giggles)

191
00:10:00,189 --> 00:10:03,067
Spike: Uh, yeah...I know you're doing the announcing today and stuff, and...

192
00:10:03,672 --> 00:10:05,072
I'm sure you're gonna do a great job and all but...

193
00:10:05,716 --> 00:10:08,018
Spike: I was just wondering...
Pinkie Pie: (sweetly) What?

194
00:10:08,177 --> 00:10:10,004
Spike: (dejected) Aw...forget it...

195
00:10:10,035 --> 00:10:14,012
Pinkie Pie: Spike! Would you like to be my co-reporter?

196
00:10:14,121 --> 00:10:16,021
We could comment on the action TOGETHER!

197
00:10:16,211 --> 00:10:19,044
Spike: We could?!
Pinkie Pie: Climb on up!

198
00:10:22,782 --> 00:10:26,059
(poof)
Applejack: Twilight?! What in tarnation are you doin' up here?

199
00:10:26,059 --> 00:10:30,044
Twilight: I'm racing!
(Rainbow Dash bursts into uncontrollable laughter)

200
00:10:30,445 --> 00:10:32,002
Rainbow Dash: (derisively) Good one, Twilight!

201
00:10:32,024 --> 00:10:34,021
(Rainbow Dash laughing)
Twilight: I'm not joking.

202
00:10:34,207 --> 00:10:37,006
Rainbow Dash: What?! You're not an ATHLETE, you're a...

203
00:10:37,063 --> 00:10:39,020
well...you're an egghead.

204
00:10:39,199 --> 00:10:41,085
Twilight: I am not an "egghead!" I am well-read.

205
00:10:41,846 --> 00:10:43,019
Rainbow Dash: (whispers) Egghead!

206
00:10:43,193 --> 00:10:47,037
Applejack: (snickers) But...have you ever run a race?

207
00:10:47,372 --> 00:10:51,018
(Rainbow Dash and Applejack snickering)
Twilight: Well...no. But I do know a lot about running!

208
00:10:51,018 --> 00:10:53,004
Rainbow Dash: And you know this from...?

209
00:10:53,038 --> 00:10:55,059
(Rainbow Dash and Applejack snickering)
Twilight: Books! I've read several on the subject.

210
00:10:55,592 --> 00:11:01,072
Rainbow Dash: (bursts out laughing) What'd you read?! "The Egghead's Guide to Running?"

211
00:11:01,722 --> 00:11:06,032
(stammering from laughter) Did...did...did you stretch out your eye muscles to warm up?

212
00:11:06,032 --> 00:11:10,080
(guffawing, crying while laughing) Get it?! "Eye muscles?!"

213
00:11:10,801 --> 00:11:13,008
Twilight: Scoff if you must, Rainbow.

214
00:11:13,077 --> 00:11:15,058
But the Running of the Leaves is a Ponyville tradition,

215
00:11:15,585 --> 00:11:19,086
and since I'm here to learn, I've decided I shall experience it myself.

216
00:11:19,857 --> 00:11:22,009
Applejack: Well, I think that's just dandy, Twilight.

217
00:11:22,086 --> 00:11:22,090
Good luck.

218
00:11:22,899 --> 00:11:26,071
(Applejack snickers)
Rainbow Dash: Yeah...see you at the finish line.

219
00:11:26,707 --> 00:11:30,063
...tomorrow.
(Rainbow Dash and Applejack laugh)

220
00:11:30,631 --> 00:11:33,093
Pinkie Pie: All right, ponies! ARE YOU READY?

221
00:11:33,928 --> 00:11:35,023
Spike: Get set!

222
00:11:35,229 --> 00:11:36,067
(drumroll)

223
00:11:36,668 --> 00:11:39,027
(bell rings)
Pinkie Pie: Aaaand they're off!

224
00:11:39,269 --> 00:11:42,094
Welcome to the official coverage of the Running of the Leaves!

225
00:11:42,938 --> 00:11:46,079
You know, Spike, despite its name, the leaves 
 don't do any of the actual running.

226
00:11:46,792 --> 00:11:49,025
No, that's left to "My Little Ponies."

227
00:11:49,254 --> 00:11:53,057
Spike: (dumbstruck) Why...yes, Pinkie. It's the running of the 
 ponies that causes the leaves to fall!

228
00:11:53,572 --> 00:11:57,043
Pinkie Pie: Ugh. Those lazy, LAZY leaves.

229
00:11:59,006 --> 00:12:02,026
But this year, the run is about more than the weather.

230
00:12:02,257 --> 00:12:05,014
It's about the race to the finish and the 
 two runners who want to win it:

231
00:12:05,136 --> 00:12:07,046
Applejack and Rainbow Dash.

232
00:12:07,458 --> 00:12:11,050
Spike: You know, Pinkie, these two ponies have a bit 
 of a grudge match they're trying to settle.

233
00:12:11,498 --> 00:12:13,096
Trying to prove who's the most athletic.

234
00:12:13,096 --> 00:12:17,002
Pinkie Pie: Yes, and "grudge" rhymes with "fudge."

235
00:12:17,025 --> 00:12:19,072
Spike: Yes, it...does...what?

236
00:12:19,718 --> 00:12:20,051
Pinkie Pie: And I like fudge.

237
00:12:20,508 --> 00:12:22,097
But if I eat too much fudge, I get 
 a pudge, and then I can't budge.

238
00:12:22,969 --> 00:12:25,010
Spike: (confused silence) So...no fudge...?

239
00:12:25,105 --> 00:12:27,029
Pinkie Pie: Oh, no thanks. I had a big breakfast.

240
00:12:27,288 --> 00:12:31,014
Let's check in with our two competitive ponies, Applejack and Rainbow Dash!

241
00:12:31,142 --> 00:12:35,074
(rapid, racetrack announcer style) Having come fast out of the gate, 
 Applejack and Rainbow Dash are evenly matched running neck-and-neck.

242
00:12:35,074 --> 00:12:39,078
But what's this? Applejack is making a move; she's now ahead by a nose.

243
00:12:39,078 --> 00:12:42,089
But Rainbow Dash won't let Applejack have it and takes the lead!

244
00:12:42,892 --> 00:12:44,042
SHE'S ahead by half a nose!

245
00:12:44,424 --> 00:12:45,063
Or maybe three-quarters of a nose.

246
00:12:45,632 --> 00:12:48,042
No, about 63.7% of a nose!

247
00:12:48,418 --> 00:12:50,055
(sheepishly) ...Roughly speaking.

248
00:12:50,554 --> 00:12:54,032
Applejack sees this move and pushes forth with her strong workhorse legs,

249
00:12:54,316 --> 00:12:56,073
slinking ahead by 350 noses!

250
00:12:57,265 --> 00:12:59,049
Applejack: (under breath) Not so easy without wings, is it?

251
00:12:59,494 --> 00:13:03,016
Rainbow Dash: (to self) Come on, Rainbow! Show 'em a little "Dash!"

252
00:13:04,324 --> 00:13:06,097
Spike: Ho-hooold yer horses, Pinkie!

253
00:13:06,971 --> 00:13:10,008
Rainbow Dash is catching up to the frontrunner, Applejack!

254
00:13:10,082 --> 00:13:13,080
Pinkie Pie: What an UPSET! I thought Applejack had this in the bag!

255
00:13:13,797 --> 00:13:17,023
Rainbow Dash: You didn't think I was gonna 
 let you off THAT easy, did you?!

256
00:13:17,234 --> 00:13:19,014
(hoof catches on rock)
Applejack: Whooooa! (crashes into ground)

257
00:13:20,136 --> 00:13:22,097
(approaching rumble)

258
00:13:22,969 --> 00:13:24,055
(rumble fades into distance)

259
00:13:24,548 --> 00:13:27,001
Applejack: (panting) I don't believe it.

260
00:13:27,001 --> 00:13:29,052
Twilight: I know! It's beautiful, isn't it?

261
00:13:29,517 --> 00:13:31,033
Applejack: (exasperated) Not the SCENERY, Twilight!

262
00:13:31,328 --> 00:13:33,042
Rainbow Dash just tripped me!

263
00:13:33,418 --> 00:13:34,044
Twilight: She did not.

264
00:13:34,044 --> 00:13:35,074
Applejack: She did too!

265
00:13:35,074 --> 00:13:39,036
Twilight: She did not, and if you slowed down 
 and looked where you're going, like me,

266
00:13:39,363 --> 00:13:41,059
you'd see that you tripped over a rock!

267
00:13:41,592 --> 00:13:44,033
Applejack: What?! Aw, hayseed!

268
00:13:44,332 --> 00:13:48,032
Now I got a lotta ground t'make up to catch Rainbow!

269
00:13:48,325 --> 00:13:49,081
Twilight: (cheerily) Just be careful!

270
00:13:57,073 --> 00:13:59,017
(Rainbow Dash sighs softly)

271
00:13:59,169 --> 00:14:01,058
Applejack: See you at the finish line!

272
00:14:01,584 --> 00:14:03,044
Spike: I don't believe it!

273
00:14:03,442 --> 00:14:07,002
After a huge setback, Applejack is back at the front of the pack!

274
00:14:07,018 --> 00:14:08,083
Pinkie Pie: (rapid, chaotic) She's the head of the pack, all right!

275
00:14:08,829 --> 00:14:11,062
The pick of the litter! THE CAT'S PAJAMAS!

276
00:14:11,615 --> 00:14:15,014
Oh, wait...why would Applejack take some poor kitty's PJ's?

277
00:14:15,144 --> 00:14:16,082
That's not very sporting of her!

278
00:14:16,816 --> 00:14:20,021
Spike: (confused) Ooookay...let's get back to the race.

279
00:14:21,321 --> 00:14:24,094
Rainbow Dash: Not so fast, Applejack! This race isn't over yet!

280
00:14:24,943 --> 00:14:27,050
Applejack: It is for you. Heh.

281
00:14:27,498 --> 00:14:30,080
Rainbow Dash: (trips) Whoooa! (crashes into ground and grunts)

282
00:14:30,795 --> 00:14:34,056
(racers rumble past)

283
00:14:35,996 --> 00:14:38,022
Rainbow Dash: (scoffs) I don't believe it.

284
00:14:38,225 --> 00:14:40,022
Applejack tripped me!

285
00:14:40,222 --> 00:14:42,031
Twilight: Don't you ponies ever look where you're going?

286
00:14:42,312 --> 00:14:44,029
You tripped on a stump. See?

287
00:14:44,286 --> 00:14:47,049
Rainbow Dash: Oh, I see. A big cheater is what I see.

288
00:14:47,049 --> 00:14:51,002
Twilight: Rainbow, Applejack would never cheat. It was just an accident.

289
00:14:51,019 --> 00:14:52,018
Rainbow Dash: (sarcastic) Sure it was.

290
00:14:53,527 --> 00:14:56,031
(false sincerity) I mean, yeah, I'm sure it was.

291
00:14:56,313 --> 00:14:58,087
Twilight: Remember, Rainbow. This is just a game.

292
00:14:58,868 --> 00:15:04,072
Rainbow Dash: (under breath) Yes, but the rules have 
 changed, and two can play at that game.

293
00:15:06,855 --> 00:15:11,041
(waterfall flowing)
Pinkie Pie: Welcome back, Ponyvillians! It's me, Pinkie Pie!

294
00:15:11,406 --> 00:15:12,038
Spike: And Spike.

295
00:15:12,382 --> 00:15:15,045
Looks like Rainbow's doing her best to catch up.

296
00:15:15,447 --> 00:15:18,000
Pinkie Pie: I'm not sure how ketchup [catch up] 
 is gonna help her in this contest.

297
00:15:18,000 --> 00:15:21,034
Now, in a hot dog eating contest, it 
 can make them doggies nice and slippery,

298
00:15:21,345 --> 00:15:23,076
but personally I prefer mustard. How about you, Spike?

299
00:15:23,759 --> 00:15:26,068
Spike: (hesitantly) Uh...I like...pickles?

300
00:15:26,685 --> 00:15:32,030
Pinkie Pie: Aaaand it looks like Applejack has found HERSELF 
 in quite a "pickle" as Rainbow overtakes her!

301
00:15:32,304 --> 00:15:35,023
Rainbow Dash: (taunting) Look Ma, no wings!

302
00:15:35,023 --> 00:15:38,067
Spike: As the racers enter Equestria's Whitetail Wood,

303
00:15:38,667 --> 00:15:40,071
Rainbow Dash is back in the lead.

304
00:15:40,071 --> 00:15:43,054
(Rainbow Dash chuckles, grabs branch)

305
00:15:43,543 --> 00:15:46,038
(Applejack gasps, branch snaps back and impacts, Applejack grunts and crashes into ground)

306
00:15:46,376 --> 00:15:49,053
Applejack: (spits) Hey! Rainbow!

307
00:15:49,534 --> 00:15:51,039
(Rainbow Dash blows raspberry)

308
00:15:51,391 --> 00:15:57,010
Applejack: (gasps) Why, that little cheater did that on purpose! It's ON.

309
00:15:57,103 --> 00:15:59,005
(branch creaks, snaps forward)

310
00:15:59,054 --> 00:16:01,075
Rainbow Dash: (to self) Nice one, Rainbow.
Applejack: Later!

311
00:16:01,747 --> 00:16:04,002
(Applejack whooshes past, Rainbow Dash growls in frustration)

312
00:16:08,574 --> 00:16:09,083
(bees buzzing)

313
00:16:09,828 --> 00:16:10,094
(Applejack kicks tree)

314
00:16:12,289 --> 00:16:16,066
(bees buzzing)
(Rainbow Dash gasps, screams)

315
00:16:19,673 --> 00:16:21,039
(Rainbow Dash grunts)

316
00:16:21,391 --> 00:16:24,078
(bees buzzing)

317
00:16:30,819 --> 00:16:31,075
(Rainbow Dash spins sign around)

318
00:16:38,992 --> 00:16:44,005
(Rainbow Dash guffaws, racers rumble past)

319
00:16:44,472 --> 00:16:48,007
Twilight: Oh, my! Whitetail Wood is just lovely!

320
00:16:48,744 --> 00:16:52,008
(Rainbow Dash frantically flips sign around)
Twilight: Hey, Rainbow. Shouldn't you be up ahead?

321
00:16:52,831 --> 00:16:55,007
Rainbow Dash: (chuckles) I'm sure to win now.

322
00:16:55,071 --> 00:16:58,005
Twilight: ...Except that all the other racers just passed you.

323
00:16:58,543 --> 00:17:00,007
Rainbow Dash: Oh, horse apples...SEE YA!

324
00:17:03,048 --> 00:17:06,009
Pinkie Pie: Applejack? What are you doing up here?

325
00:17:06,949 --> 00:17:08,005
Spike: There aren't even any trees!

326
00:17:08,528 --> 00:17:11,000
Applejack: Er, no, but the signs pointed this way...

327
00:17:10,989 --> 00:17:12,009
...Rainbow.

328
00:17:12,094 --> 00:17:14,005
Mind givin' me a lift?

329
00:17:18,327 --> 00:17:21,003
Rainbow Dash: What the hay?! You said no flying!

330
00:17:21,345 --> 00:17:23,006
Applejack: No, I said no wings.

331
00:17:24,782 --> 00:17:30,002
Pinkie Pie: I must say, Spike, that this has been the 
 most interesting Running of the Leaves in Equestria's history!

332
00:17:30,192 --> 00:17:32,007
Spike: (under breath, into microphone) With the most interesting announcing...

333
00:17:34,186 --> 00:17:36,009
(Applejack kicks bucket, metallic thuds, sap pours out)

334
00:17:36,926 --> 00:17:41,008
Pinkie Pie: But it's not the running that's been fascinating. 
 It's the LACK of running!
(Rainbow Dash grunts, sap stretches)

335
00:17:41,849 --> 00:17:43,007
(racers rumble past)

336
00:17:43,706 --> 00:17:49,003
(sap stretching, Rainbow Dash straining)

337
00:17:49,279 --> 00:17:51,009
(Rainbow Dash screams)

338
00:17:51,926 --> 00:17:53,005
(sap tensing)

339
00:17:53,459 --> 00:17:55,002
(sap snaps back, breaks off, Rainbow Dash whooshes)

340
00:17:58,985 --> 00:18:02,006
Applejack: (spinning) Whooooooa!

341
00:18:04,325 --> 00:18:06,006
Rainbow Dash: (spinning) Whoooa!

342
00:18:06,601 --> 00:18:08,007
(both screaming, crash into cliff face)

343
00:18:10,409 --> 00:18:15,002
(rock cracking)

344
00:18:15,192 --> 00:18:17,000
(both yelp)

345
00:18:16,957 --> 00:18:18,009
(rock scrapes cliff face, both scream)

346
00:18:23,598 --> 00:18:25,009
Twilight: Forgive me, girls. I know I'm not an athlete,

347
00:18:25,092 --> 00:18:29,006
but shouldn't the Running of the Leaves actually involve running?

348
00:18:29,589 --> 00:18:32,000
Rainbow Dash: Y'know...I think Twilight's right.

349
00:18:32,004 --> 00:18:33,004
Applejack: Y'do?

350
00:18:33,035 --> 00:18:38,004
Rainbow Dash: Yeah. If you wanna beat me, you'd better...RUUUN!

351
00:18:40,223 --> 00:18:43,004
Pinkie Pie: (rapid announcer voice) Once again, Applejack and Rainbow Dash are neck-and-neck,

352
00:18:43,428 --> 00:18:44,005
jockeying for position.

353
00:18:44,542 --> 00:18:50,003
Applejack inches ahead, now Rainbow, it's Applejack, it's Rainbow Dash, it's Applejack-

354
00:18:51,462 --> 00:18:53,003
(ponies cheering)

355
00:18:53,296 --> 00:18:55,006
(Applejack grunts)

356
00:18:55,572 --> 00:18:56,009
Spike: Oh no she di'int!

357
00:18:56,872 --> 00:18:58,002
(Rainbow Dash grunts)

358
00:18:58,219 --> 00:18:59,009
Pinkie Pie: Oh yes she di'id!

359
00:18:59,937 --> 00:19:01,001
(Applejack grunts)

360
00:19:01,145 --> 00:19:03,007
Applejack: Cut it out!
Rainbow Dash: No, YOU cut it out!

361
00:19:03,745 --> 00:19:05,003
Applejack: You started it.

362
00:19:05,324 --> 00:19:08,004
Rainbow Dash: And now, I'm gonna finish it!

363
00:19:08,389 --> 00:19:10,003
Applejack: Oh no you won't! (chomps tail)

364
00:19:10,293 --> 00:19:11,009
(Rainbow Dash grunts)

365
00:19:11,919 --> 00:19:14,002
Rainbow Dash: Oh yes I will!

366
00:19:14,194 --> 00:19:15,008
(Applejack grunts)

367
00:19:15,773 --> 00:19:17,007
(Applejack chomps rope)

368
00:19:20,278 --> 00:19:23,000
Rainbow Dash: That's it! All bets are off!

369
00:19:23,018 --> 00:19:26,001
Applejack: Oh no you DON'T!

370
00:19:26,083 --> 00:19:27,008
(both grunt)

371
00:19:27,848 --> 00:19:29,000
(crash)

372
00:19:28,962 --> 00:19:31,003
(both scuffling and grunting)

373
00:19:31,331 --> 00:19:35,008
Pinkie Pie: It's Applejack, it's Rainbow Dash, it's Applejack, it's Rainbow Dash-

374
00:19:35,835 --> 00:19:38,004
(both crash)

375
00:19:38,389 --> 00:19:41,004
Rainbow Dash: (pants) I won!

376
00:19:41,408 --> 00:19:43,007
Applejack: No, I won!

377
00:19:43,684 --> 00:19:45,009
Rainbow Dash: I won!
Spike: You tied!

378
00:19:45,913 --> 00:19:47,003
Both: TIED?!

379
00:19:47,306 --> 00:19:48,002
Applejack: For first...?

380
00:19:48,235 --> 00:19:49,006
Pinkie Pie: For last!

381
00:19:49,628 --> 00:19:50,009
Applejack: Last?!

382
00:19:50,928 --> 00:19:52,005
Rainbow Dash: Then...who won?!

383
00:19:54,504 --> 00:19:55,004
Both: YOU?!

384
00:19:55,386 --> 00:19:59,001
Twilight: Oh, no. But I did get 5th place,

385
00:19:59,102 --> 00:20:01,009
which is rather good considering I've never run a race before.

386
00:20:01,888 --> 00:20:04,003
Applejack: What?! How's that even possible?

387
00:20:04,349 --> 00:20:07,009
Rainbow Dash: You ran so slow! And you looked at the scenery!

388
00:20:07,925 --> 00:20:11,005
Twilight: Exactly! I paced myself, just like my book said.

389
00:20:11,501 --> 00:20:14,001
Then at the end, when all the other ponies were worn out,

390
00:20:14,055 --> 00:20:16,003
(ponies moan)
I sprinted to the finish.

391
00:20:16,331 --> 00:20:21,000
Rainbow Dash: I don't believe it. TWILIGHT beat us!

392
00:20:20,952 --> 00:20:24,002
Twilight: Well, with all your horsing around, it was quite easy.

393
00:20:24,202 --> 00:20:27,001
Applejack: (sighs) Yer right, Twilight.

394
00:20:27,128 --> 00:20:29,001
Our behavior was just terrible.

395
00:20:29,125 --> 00:20:31,008
Rainbow Dash: We weren't very good sports.

396
00:20:31,819 --> 00:20:34,008
(ponies gasp)
Celestia: Sounds to me like an important lesson was learned.

397
00:20:34,791 --> 00:20:37,001
Applejack and Rainbow Dash: Princess Celestia?!

398
00:20:37,066 --> 00:20:39,003
Applejack: What're you doin' here?

399
00:20:39,342 --> 00:20:43,008
Celestia: Fall is one of my favorite seasons, so I 
 came to celebrate the Running of the Leaves.

400
00:20:43,754 --> 00:20:47,009
Applejack: I'm sorry ya had t'see us bein' such poor sports, Princess.

401
00:20:47,933 --> 00:20:52,009
Celestia: That's all right, Applejack. Anypony can get 
 swept up in the excitement of competition.

402
00:20:52,949 --> 00:20:57,008
Twilight: It's important to remember that the friendship 
 is always more important than the competition.

403
00:20:57,779 --> 00:21:00,001
Celestia: Exactly, Twilight.

404
00:21:00,147 --> 00:21:05,005
Now, unfortunately, because the two of you were busy 
 tricking each other instead of shaking down leaves,

405
00:21:05,488 --> 00:21:08,006
many of the lovely trees in Equestria are still covered.

406
00:21:08,599 --> 00:21:12,005
Applejack: Why, Princess, I bet we can knock those leaves down fer ya lickety-split.

407
00:21:12,005 --> 00:21:15,008
Whaddya say, friend? Wanna go fer another run?

408
00:21:15,844 --> 00:21:18,004
Rainbow Dash: I'd love to stretch my legs.

409
00:21:30,089 --> 00:21:33,000
(ending theme begins) My Little Pony

410
00:21:35,163 --> 00:21:37,001
My Little Pony

411
00:21:39,435 --> 00:21:48,002
(instrumental)

412
00:21:48,212 --> 00:21:54,007
My Little Pony, friends