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The Setting

Ah, the smell of apples! Some of the racers may be tempted to stop for a quick snack! The race has just begun, but it's not too early for some ponies to take a rest. The leaves may leave the trees, but most of the apples still need to be bucked off. There may be a few tasty ripe treats laying around though!

th_Kinoicon.jpg -Lampwick 'Flicker' Jane-

Flicker had watched the flood of hooves, feathers, manes and bodies pour forth from Ponyville for a good minute or two. The last time she'd been to the running of the leaves was when she had visited from Canterlot as a foal with her parents. She'd watched the ponies run through white-tail wood, but eventually became more interested in the wood than the contest itself, and wandered off on her own. The way the light poured through the branches and leaves of the forest in sparkling shafts to illuminate the forest floor had seemed so mystical in her youth. It was a common sight for a traveling pony of her age nowadays, but something nostalgic stepped into her; and she felt her limbs itching with that ever-so familiar need to just...go.

Taking only a moment to drop the flag from her mouth and fill her lungs with an excited breath, she then nimbly hopped over the discarded piece, and fell into the wide margins of the race, trotting casually alongside the more evenly-paced ponies that seemed to be there for the exercise rather than the competition. There was a lot of jostling up ahead as someponies competed to get into the front of the pack, but many more seemed to just be happy to be part of the event.

Lampwick fell in beside an older pony the color of sea foam who was trotting beside a young filly of similar shades, but with a mane the color of a morning sunrise. She listened to the older pony tell her grandfilly of the many great races in the past that she'd participated in, and how athletic and young she had been, and thats when she had met the apple of her eye, a handsome stallion with eyes the color of emeralds. They had raced neck and neck for hours... Lampwick's thoughts began to trail off from the old mare's story as the sweet smell of apples began to fill her mind. Taking a moment to look back she could see that the first leg of the race had already dissappeared quite a ways behind her! She had been trotting briskly, keeping up with the main pack of ponies, and gave a moment to admire the old Mare's spunk for keeping up with such a lively group of ponies in her old age. Perhaps there was more truth to the Mare's story than one would have initially expected.

Up ahead Lampwick could see a few of the other contestants of the race stopping to catch a quick breath. The path ahead seemed to make a slow and lazy curve down the crest of a hill, perhaps opening up into a valley. Flicker picked up her pace a little to catch up and see what the other ponies had stopped to admire, and as the last of the trees blocking her vision fell behind her, she too slowed in her tracks. For acres and acres as far as she could see- apple trees spread over the horizon- their glossy red fruit lost in the reds and golds of fall, swaying in the early afternoon light.

"Woooow...." Flicker managed to breathe out; her words tinged with the awe she felt for the beauty and size of such an orchard.

In all of her travels, she had never seen a valley like this, and it was breathtaking. In the near distance she could see the shadow of the large balloon that had been floating over ponyville earlier. Beneath it, in its shadow, the leaders of the race were blazing down the trail as it wove its way through part of the orchard, before disappearing again behind trees and hills. Flicker squinted her vision to see if she could make out who was in the lead- but there were so many ponies clustered together that she couldn't make out any distinguishable features. Many of the ponies nearby had caught their breath, and were determined to catch up to the leaders of the race. A wrong turn in the orchards could easily allow the other ponies to catch up. Flicker wasn't much into competition, but even so the thought of it was a bit thrilling.

Mustering her energy and long endurance gained from traveling extended distances, Flicker set off to see who would would win this race! But perhaps not before she might try one of those delicious looking apples hanging from the nearby trees...

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Zephyr had a decent start to the race, leaving quite a few ponies behind him. Still no where near first, but it was only the start. There would be plenty of time to change all this.

Zephyr had never really gotten a good look around Ponyville before today. He still hadn't either, as he arrived a bit later than he wanted. There would still be enough time in the day after the race to look around though. Every time before this when he had come to Ponyville, it was only to deliver mail from Cloudsdale, and he was always given other assignments that day. Today would be different though. A place called Sugar Cube Corner was recommended to him. Even the name of the shop sounded like it tastes good, he could only imagine the treats that were inside. Yes, he would definitely visit after the race, maybe pick up a few treats to bring back to Cloudsdale.

No time to think about sugary treats and goodies though, the race was the current objective and winning it would mean...? As Zephyr ran, he started to think back on why he wanted to race in the first place. He never cared about fame, 'Ugh, what was it?' He couldn't remember anymore, if that was the case it probably wasn't that important... 'Of course! It was for... no that wasn't it.' The more Zephyr thought about it, the more lost on the subject he became. He finally settled on the reason being fun and friendly competition. It was pretty easy to get lost in thought. The sound of stampeding hooves became almost rhythmic at this point in the race as most ponies were giving it their all for the time being.

Again, Zephyr brought himself out of his thoughts and back to the race. Passing a few ponies, other passing him. It was all so exciting to be part of this annual event. The looks on the others faces were that of determination. Just like... Zephyr almost went into another thought tangent when a scent of apple invaded his sense of smell. Not just any apples, but these apples smelled so sweet. Somepony out here knew how to grow apples. Zephyr spotted a really nice juicy looking apple in a tree up ahead. No time to stop, but Zephyr had his eyes pinned to it for a moment, he would have to remember this spot for later. Maybe, just maybe he could come back around here for a quick treat if nopony minded. His thought were interrupted as he crashed into another pony when he wasn't paying attention. Zephyr lost his balance, and as his front legs lost speed much faster than his hind legs, he flipped over.

Determined to not fall behind, he got back up and was about to kick off running again when he realized he had also knocked over the pony he so carelessly bumped into.

"Oh horseapples, I'm really sorry." The pony had gotten to his hooves really fast... had he fallen over at all? Zephyr started to think that maybe he had only staggered this other pony. He got a good look at him, it was another pegasus, green, and with a cutie mark somewhat similar to his. His mane was tied, he had never seen a look like this and his wings were tied down. Zephyr thought that maybe it was for the race. Even then, why would a pegasus ever willingly tie their wings down? There wasn't any time for introductions though. The pony looked okay, and he'd understand if Zephyr made a quick exit.

"Sorry about bumping into you, but gotta go!" Zephyr shot off, trying to make up for lost ground.

((OOC: First again. XD ))

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Ah, the excitment of the race, what a way to get your adrenaline pumping and to give your legs to good workout......or at least, that's what Clutch thought as he was running through the path that was set up for the Running of the Leaves course. The fresh breeze blew into the Diamond Dog's face as he slowly but surely passed a couple of Ponies, doing a fake-salute as he passed them. He wanted to get to the first resting area as fast as his legs could take him, so that way he could be able to both catch his breath and get back to racing without the worry of so many other competitors running past him whilst he was doing so.

The path that they all were racing on was definitely a long one: It seemed to go on for hours, as he ran through it. The leaves blow off of the trees and onto both the path and the ground below, leaves that were in all different colors. Orange, brown and other fall colors were seen on the leaves as they slowly fell from the trees in which they once were attached to. The path itself was a simple one, a dirt path that many a race has taken place on. Unlike most things, time actually was somewhat kind to it, and the path looked almost as good as the day in which it was first made to be able to cross it. With the leaves falling onto this path, it not only gave the path a colorful appearance but also gave it a sound as well, a crunchy sound as Clutch and other Ponies ran across. It was actually a pretty pleasant sound to him. Not too loud, and in his opinion it gave the path a more lively atmosphere to it, a fitting one considering the race that he was currently in.

He definitely felt his legs getting a good workout from this running as he continued along the path, his muscles feeling a tiny bit strained.....but not by much.

Clutch continued to dash across the path, bobbing and weaving slowly around a few more in front of him, until he saw it: a small farm, not that large in size but made sturdy, surrounded by apple trees as far as the eye could see. The glimmer of light protruded by some of the red apples as the sun shined down upon the trees gave the area quite an amazing look to it, as if they were ruby gems found shimmering in the darkness of a well-dug mine. "Wow, didn't think i'd ever see such a sight by now" he said as his pacing slowed down, "I gotta remember to come back here sometime!" He seriously considered coming back after the race was over with, if only to get a good sampling of those apples that shined brightly on such a sunny day.

After a few more minutes of running, Clutch slowed down to a stop, trying to catch his breath before continuing onwards in the race. "Not bad....so...far...." He wheezed as he bent up and down, over and over again to try to catch his breath. "Hopefully....it doesn't take.....too much.....outta me...." As he rested for the next few minutes, several Ponies passed him, causing Clutch to feel a bit of annoyance that he wasn't continuing right away. Soon enough though.....or a few minutes, either or, Clutch was back on his feet, going back to his pace from before, using his legs to sprint once again through the path. His short break may have slowed him down, but Clutch was not going to let that stop him. He was prepared to push himself to as far as he could if need-be in order to win this race.

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As Swift Breeze ran through the trees, he drank in the view. A calm smile spread on his face, and his eyes closed as he caught the delicious scent of apples. "Truly a wonderful place," he murmured to himself. Everything was so lush and he was sure, were it not fall, everything would have been green and beautiful. The thundering of so many hooves was relaxing, in a way. He openned his eyes as the source of the apple aroma came into view. Somepony must have labored hard to grow them. The temple rarely got apples, he recalled, and what apples did arrive, didn't usually look anywhere near as good as these.

Some ponies raced ahead. Others lagged behind. As he was pondering on what philisophical lesson he might pick up from such an observation, another racer went head over hooves and collided with him! He watched as the ground started tilting up toward him, reflexively rolling from hoof to hoof and back upright, thanks to his years of training. Turning, he looked to make sure the other pony was okay, finding the other stallion getting to his hooves already.

"Oh horseapples, I'm really sorry," apologised the other pegasus, somewhat darker in pelt than Swift. Bowing his head, Swift waved a dismissive hoof. As he openned his mouth to reply, but the pony continued, "Sorry about bumping into you, but gotta go!" Swift watched as the other pegasus bolted, continuing with the race.

With a smile and a chuckle, Swift Breeze gave chase. There was a pony that knew how to set priorities, he figured. "Beautiful trees may surround, but the wise pony keeps one eye on the ground," he quoted to himself. A determined smirk spread on the pegasus's face, and he sped up to try and pass the other pegasus. "To linger on the past is to live in the shadow of those that look to the future!" he quips in a good natured verbal jab, jumping over a rock in the path as he does. His wings strained briefly against their bindings, provoking a creak from them and a frown from Swift. He clips an apple with the large bead on his tail at the top of his jump, then sends it in a casual arc over toward the green pegasus with a well placed knock from a hoof as he runs.

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Mojo maintained his steady pace as he was passing by Sweet Apple Acres. Apple trees loaded with fruit as far as the eye could see! The young Paint stallion had never seen so many apple trees together in his entire life! His thoughts briefly drifted as the aroma of those fresh apples reached his nose. Was he just imagining that exquisite smell? A smile came across the trotting pony's face as he imagined taking that first, juicy, sweet delicious bite of a shiny red apple! He could pracitically taste it in his mouth!

His brief 'daydream' was interrupted as a blurr of brown fur and white feathers zipped by him.

"A griffin?" he asked, stunned at the sheer speed of the creature. "Well, no pony said a griffin couldn't run this race!"

Mojo looked up ahead as a shower of falling brown leaves showered down behind the race leaders as he gathered his thoughts.

"Hay now! I know some of those ponies! There's Pinkie Pie! She's REALLY a far out chick! And there's Applejack! Bet she has a home course advantage on this leg of the race! Is that her brother Big MacIntosh up there? Bet that'll be a family rivalry! I think I know that Pegasus mare up ahead, Shanna I think her name is. She has a twin brother as I recall. Hope she's not tempted to use her wings for extra speed, that's wouldn't be cool. Is that a dog I see? Groovy! Just have to stick to me strategy, keep a steady gait, let the speed merchants in the field wear themselves out and then make me move to the front of the pack!"

Mojo continued the race, turning his head from side to side to enjoy the fall foilage as he moved down the race path. There was some racers behind him, no doubt they too were attempting to employ the same tatic he was using. He didn't let that bother him, nor was he concerned about those who had already passed him by. It was the leaves that were the mane task. Making them fall to prepare for the onset of winter. As he trotted on, his ears perked up to a very loud, piercing noise behind him. Instinctively, the Paint Pony took a sharp right turn towards the fence line seconds before a screaming blue stallion strapped to a gray jet pack buzzed by him before soaring skyward.

"WHOA! That was Saddlesore, poor lad. Note to self, NEVER volunteer to be the guinea pony in ANY of Professor Krashkop's experiments! Sure hope some pony figures out a way to stop him before he hurts himself. Spending weeks in the horse-pital mending broken bones wouldn't be cool."

The trotting Mojo steered himself back towards the center of the path and continued on until Sweet Apple Acres was well behind him.

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Up above Sweet Apple Acres, Jubilee, Louise LaMare and Professor Clyde Krashkop hovered as the three Pegasi observed the race.

"Oh no!" Louise neighed. "Mojo is falling behind! He's going to lose the race if he doesn't hurry up!"

"No he isn't, silly!" Jubilee shouted defensively. "It's part of his gameplan! He's pacing himself for the long run!"

"Ja! Dat is sheer genius!" the green Pegasus Professor added. "Brilliant tinking! Glad I suggested it to him!"

"YOU told him to use that crazy jet pack of yours!"

"Yeah!"

"NEIN! Mein invention vas not a crazy idea!" the Professor neighed as the three watched Saddlesore buzz by Mojo before flying upward. "See dat? Mein jet pack vorks perfectly!"

"Oh yeah, PERFECTLY, except for the fact that it's OUT OF CONTROL!"

"Time for me to do something about this!" Jubilee brayed confidently as the petite Pegasus filly flew upward towards the path of the jet pack wearing blue stallion.

"NEIN! YOU CANNOT FLY FAST ENOUGH TO CATCH HIM!"

"FOR ONCE, THE PROFESSOR'S RIGHT JUBILEE! COME BACK HERE!"

Meanwhile, back at the starting line, Misty Magic and Starflower continued watching Mojo's progress through the magical portal the petite yellow furred unicorn mare had accidentially formed with her unpredictable magic.

"Mojo's in the middle of the pack," Misty said sadly. "You sure I shouldn't give him a magical power boost?"

"Absolutely NOT!" the older unicorn neighed. "You know Mojo said he wanted to run this race HIS way, with no cheating."

"I know, I know, but still..." Misty was interrupted by the sight of Saddlesore zipping by the trotting Paint stallion. "Look at that, Starflower! Poor Saddlesore. I have to do SOMETHING to save him!"

"Don't do it, Misty. Your magic could make things worse! Remember the time you tried to use your magic to put a new coat of paint on Mojo's peddler's wagon?"

"HAY! I happen to think those peppermint stripes added charm to his wagon! What wrong with the candy cane look?"

"But he asked for SOLID BROWN as the color!"

"Oh yeah," Misty muttered as she lowered her head in shame.

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The scenery of reds, browns, and yellowish-gold colored leaves that adorned the leg of the race that ran near Sweet Apple Acres was one that was surely a crime to miss. Many of the runners took a minute or two to admire it and have their breath taken away by its beauty. Unfortunately, there was one pony doing the exact opposite, and was trying as hard as he could to not get lost in the scenery.

Number 34, Klondike, had a late start in the race due to him stopping to pick-up a bag that some pony forgot. It was more a reflex than anything and now that he had it, he wasn’t just going to leave it there. He was determined to find the unicorn owner or at least bring it to the finish line and deliver it there. The drawback of course was that while carrying it in his muzzle, he had work a bit harder than he would have liked so early on to catch up to the rest of the herd. Now, as he was finally starting to break into the rear of the herd at an amazingly fast pace, he was trying his best to fight off his absent minded nature and focus on returning the bag before enjoying the rest of the race.

“WOW, this is gorgeous! I would sure like to take a nap under one of these trees…” Klondike’s gaze was slowly drifting to the sidelines. “NO, focus Klondike, return the bag and then you can daydream. Heads up, here comes the first unicorn.” He spotted a cream colored unicorn and quickly approached him.

“Shoe me?” The bag in his muzzle slurred his speech as he addressed the unicorn. “Ish fish your hag?”

The cream colored unicorn simply looked at him baffled and shook his head as he returned his focus to the race. Klondike’s brows furrowed a bit as the unicorn denied possession of the bag. He was certain that was the unicorn that had called out for the bag.

Moving further into the herd, it soon dawned on him that he had forgotten what the unicorn whose bag he was carrying looked like. He would have to ask every unicorn he encountered.

Klondike poured more effort into his gait and began to move almost leisurely through the herd of pastel colored ponies, his pulse racing and nostrils flaring as he asked every unicorn he spotted through the dust cloud “Ish fish your hag?” Many of the unicorns simply looked at him oddly while a few ignored him.

A few questions later, he quickly found himself towards the front portion of the herd galloping next to a rather large stallion with a red coat, blond mane, a harness, and half of a green apple as a cutie mark. Klondike looked at him for a second or two, trying to figure out where he had seen him from. Suddenly, as it dawn on him, he galloped a little closer to the stallion and called out.

“Hey! Yore hrum Sheen Ackle Acorns, aren’n shoe?” Klondike looked at the stallion waiting for a response. After a second though, Klondike slowed down a bit as dropped his head and then lifted it back up, suddenly throwing the bag in the air in front of him and lunging his head through one of the straps. It now hung around his neck as he once again poured more effort into his gait and caught up again to the large red stallion with the harness.

“Sorry about that! *huff puff* Bad habit of talking with things in my mouth! I was *huff* saying *puff* that you’re from Sweet Apple Acres, right?” Klondike’s pace faltered for a bit but he quickly recovered as he smiled at the red coated stallion. “Sweet Celestia, you sure run fast! *huff puff* I’ve seen you at the market with your apple cart *huff puff* a few times. Usually see some other pony though *huff puff* with a hat. Great apples by the way!” Klondike’s gaze focused forward for a bit, watching where he was going before he re-focused back on the stallion with the harness. “Sorry, where are my manners? *huff puff* Name’s Klondike! I’m a repair pony in *huff puff* Ponyville!”

Klondike’s pace faltered for a bit again but, once again, with a big goofy grin on his face, he spurred forward and caught up again.

“If you ever need anything *huff puff* fixed or repaired. Stop by my shop or *huff puff* let me know. I do house calls too! I imagine *huff puff* farm work is hard, and even harder *huff puff* on the farm itself.”

Klondike never liked to waste an opportunity to meet new ponies, especially if they kept him busy with things to fix. Also, for all intended purposes, it seemed that he forgot he was on a previous task concerning the bag around his neck.

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Near the back of the pack, a catchy song, sung by a unicorn and backed up by a simple tune made through magical means, played out for the racers. Unfortunately both lyrics and music were broken up intermittently by the musician trying to catch her breath.

♫ "And IIIIIII would walk 500 miles *gasp* and IIIIIII would walk *wheeze* 500 more *pant* just to be the mare who walks 1000 miles *hack, splutter* to fall down... at... your... door- ♫ Oh my goodness what was I thinking!?"

Lyra had no choice but to stop for a moment just to breathe. It had seemed like such a good idea at the time. Her humming had gone down well with some of the other competitors, so she decided it might be fun to have a sing-along while running, just to pass the time. And they had joined in... at first. Now Lyra was beginning to regret her mistake as she huffed and puffed her way through her sixth song, the other racers having long lost interest. But she couldn't have helped it. Music was in her veins.

She looked up and around at her surroundings. Of course she recognised Sweet Apple Acres, though she hadn't been here for a long time. Lyra was sick of apples. She used to love them. Apple pie, apple fritters, apple crumble, toffee apples- all good! Then one day her best friend Bon-Bon had come home weighed down with three whole bags filled with apples. Apparantly she'd gotten them for free somehow. Quite why she accepted three whole bags Lyra didn't know. At the time she simply dismissed Bon-Bon's greed as a result of being cranky about her sore throat.* All she knew was that they had eaten nothing but apples for weeks. Now, she was tired of them. She noted, however, that many a pony were eyeing the sweet red fruit with longing expressions. She looked over to a nearby earth pony with yellow fur and a lantern cutie mark who was staring at the trees with a certain intent in her eyes. "Careful there" she warned the other pony "The apple family can be awfully defensive about their trees, and a couple of them are in this race so they may spot you." she then shot the pony a smile showing that she meant no disrespect. She just didn't want anypony else to get yelled at for stealing.

Deciding that she'd had enough of a break, the aquamarine unicorn returned to the track, this time without musical accompaniment. As soon as she did though, she was suddenly over taken by what appeared to be a screaming blue and grey blur that shot past her and into the sky. Somewhat shaken by this, she fell in line beside another runner, a brown and white painted earth pony. "Did- did you just see that!?" she asked.

*OOC:

And thus Bon-Bon's terrible voice in episode 12 was explained and excused. Goodnight everypony!

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Savory had been keeping a good pace since she left the starting line, not too far ahead, not too far behind. So, she decided to slow down to a trot and take in the various shimmering colors of the fall leaves on the trees around her. There were all sorts of reds, golds, and browns that it reminded her of her father Odysseus, who would take Savory for walks through the forest that encompassed her island home.

"See the different colors, Savory? The elder ponies say that they turn every year to welcome the new harvest."

"Really, Papa?"

"Of course. They also say that if you see one of the leaves fall, you must follow it and plant a pumpkin seed where it lands."

"So that's why there are so many big pumpkin patches in the fall! I can't wait to take one home and make pumpkin tarts!"

"I'm sure they'll be delicious, dear daughter."

A happy tear streaked down Savory's eye as she continued on her way. After about three minutes, she noticed that she was passing by Sweet Apple Acres, the home of the earth pony Applejack, who provided her with fresh apples for her recipes every other week. She knew that Applejack was running as well, along with her older brother.

"Hm. I don't know if I'll be able to catch up to her, but I do want to talk to her later about my next order. Maybe some Honeycrisp apples this time..."

And with that thought, Savory brought her pace up to a slow jog to see if she could spot Applejack or Big Macintosh along the way. Or maybe she would find the one whom she had been so close to kissing in her daydream. Savory's face flushed and she shook her head to clear her mind.

"I'm sure I'll meet him soon enough, but I do have a race to finish," Savory said to herself, galloping off.

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--- snip ----

Deciding that she'd had enough of a break, the aquamarine unicorn returned to the track, this time without musical accompaniment. As soon as she did though, she was suddenly over taken by what appeared to be a screaming blue and grey blur that shot past her and into the sky. Somewhat shaken by this, she fell in line beside another runner, a brown and white painted earth pony. "Did- did you just see that!?" she asked.

As he maintained his trotting pace, Mojo turned his head slightly and was surprised to see a lovely blue unicorn mare asking him a question.

"Hello there! Name's Mojo and yes, I'm afraid I did see that. Me pal the Professor wanted ME to strap on that solar powered jet pack to use in this race. When I told'm no, he paid a pony to test it to prove to me that it was safe. Poor blue bloke's been flyin' all around this area ever since. Wish I could help'm, but I'm just a simple Earth pony. Got no wings, got no magic. I hope me chums can bring'm down safely."

Mojo smiled at the unicorn mare after he spoke, trying to hide the fact that he was very worried about Saddlesore's fate. The poor guy's a real pain in the flanks sometimes, this is true, but even he didn't deserve this. Even in the midst of his concerns, Mojo remained focused on the race and the fact it was the pounding of hooves on the trail that shook the leaves from the trees. Still, the trotting Paint stallion couldn't help but notice the attractiveness of the blue unicorn mare galloping beside him. Under normal circumstances, the hippie brony might try to use his 'charm' to flirt with her. But these were not normal circumstances so he decided to be friendly and not attempt to try to land a date with her.

"So, what's your name, love? Just because we're competitors doesn't mean we can't chat it up a bit."

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In the sky above Sweet Apple Acres, a determined Jubilee was attempting to intercept the runaway jet pack with Saddlesore attached to it. The airborne white furred Pegasus mare calculated the blue stallion's trajectory while she flew a circular course to try a tricky midair rendevous. With her hovering Pegasi friends Louise and Professor Krashkop pleading with her to stop, Jubilee swooped through the sky before going into a sharp power dive.

"It's now or never!" she neighed as she bore down upon Saddlesore from behind. The gutsy Pegasus managed to hook her front hooves under the back strap of the jet back before it's frightened passenger instinctively kicked his back legs up. His back hooves struck Jubilee in her abdomen, causing her to lose her grip on the device and whince in pain. Her companions gasped at the sight of the blonde maned pony going into a spin before beginning to fall downward.

"Ach! Un-nee-mal!" Professor Krashkop shouted in horror.

"Quick Professor, we gotta save her!" added Louise as the two Pegasi soared up to catch the startled blonde maned Pegasus in midair with their extended front legs. "Jubilee! Jubilee! Are you alright?"

"Yeah, I'm fine. Gonna have a big bruise on my belly tomorrow, but otherwise, I'm ok."

"Can you fly on your own now, fraulein?"

"Yeah," the petite winged filly said as she flapped her wings to maintain her position, prompting her friends to release her.

"That stunt is way too dangerous to try again. Professor, what can we do to save Saddlesore?"

"I vish I knew, Miss LaMare. He seems to be flying further down dee track, vee must follow him!"

"That thing'll run out of fuel eventually, won't it?"

"Nein. It is solar powered und as long as dere is sunshine, mein jet pack vill keep flying."

"Let's hurry guys, before we lose sight of him again!" Louise neighed as the three Pegasi flew off in pursuit.

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Ah, the first leg of the race was over...Big Mac had been keeping himself up with a good bunch of the racers, watching as the scenery went by, his running speed was kept in check in order not to overdo it, 'lest he incur injury to himself and be forced to drop out.

Shaking his head, he reminded himself not to go down that way...he wasn't about to let something like that happen!

This had been something of a nice wakeup jog so far, but he made no mistake that the rest of the race was a generally gruelling affair, and many a pony had been known to drop out at the earlier stages...usually it started around past halfway through leg 3 and onwards. For the most part though, the leaves were being dispelled from the trees without any sign of problem...behind the ponies, a golden natural carpet of gold and brown lay as a reminder of where they had been, and the empty way ahead told them that they still had a ways to go before this day was done.

The next leg of the race was one that was, of course, familiar to the red stallions heart - Sweet Apple acres, his own home so to speak. Yes, Some ponies had questioned whether or not this was fair of Mac to be running when a place like the orchard had plenty of hidden routes and other things that would probably help a pony get through. However, Big Mac {Along with his stubborn but honest sister} had always personally made and upheld a pledge to compete as honestly and as within the rules as possible...although Applejacks performance with Rainbow Dash in that one particular race before had given the Stallion a reason to groan with annoyance.

He was broken out of his personal trance as a smaller Dark Blue pony with a ice blue mane spoke - Mac always had time for anypony, and so he quietly listens to the banter politely and with interest. The pony apparently mentioned being a repair pony and having a shop...and mentioning between gasps that he'd happily help out in repairs around the farm.

The Red stallion gave a small polite grin, keeping his pace going as he looks around to make sure he doesn't bump or knock into another pony by mistake...after all, a pony of his size could accidentally injure another if he wasn't careful. " Ah reck'n that's a nice l'il offer, an' will keep that in mind when ah have a repair t'make...the barn's always in need of fixin' somewhere, an' can be a real pain in th' flank to repair at times. " He says, taking a single refreshing breath as he does so...he was, after all, one of the fitter ponies taking part in the contest, and was more used to the physical efforts that working on a farm threw at him at a daily basis.

Having nothing more to really say to the repair pony, Big Mac nodded in appreciation before picking up a little more speed and pushing past him.

He didn't need an immediate rest in the orchard - doing so would probably only really slow him down and interrupt his pacing - so he simply continued on his way with the race, unsure as to his position in relation to winning or losing but finding himself not really worried about it either way.

He'd worry about taking a break later on in the race - right now, he wanted to just do his best!

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Ginger Mint could feel it settling in now, that familiar burning sensation in her nose and the sharp but subtle sting in her lungs from the dry air. A sensation she might have described as mildly uncomfortable if it weren't invigorating as well. It really had been a while since she'd pushed herself like this, but this wasn't quite the same as the races from her youth either. There was something else in the air, something she couldn't quite put her hoof on. She had warmed up now, but instead of just making her feel like slowing down and cooling off like usual, she felt a gentle urging sensation to keep going a little bit faster as well.

She watched a few of the contestants slow their pace as they reached the top of an otherwise unremarkable hill, and she bristled in anticipation of some unseen danger.

Is there an obstruction ahead? Maybe a tree fell across the trail! Were there too many runners this year?

She slowed to a smooth ambling gait (the one her mother had taught her how to use) as she approached the top of the hill, readying herself to leap over a pitfall if need be. Ponies were already tumbling over each other to avoid... whatever it was, and she wove herself through the miniature traffic jam.

Just like waiting tables during rush hour!

She smiled.

It only lasted a moment though, and as her head peaked out over the top of the hill and Sweet Apple Acres came into view, she felt her heart swiftly tug in the opposite direction. Just like home.

She leapt.

She leapt without thinking, soaring over a non-existant tree trunk, pool of quicksand or alligator pit. She had been ready for danger, but the familiar beauty in the valley had startled her all the same. There wasn't anything in particular about the scenery that reminded her of home of course, nothing in particular was the same, but it had a feeling to it.

The barn was a tower by comparison to her folk's, but it used the same dull red paint. No endless fields of wheat, but the trees were beautiful and friendly just the same. Well cared for, well loved.

Coming back down to earth, both figuratively and literally, was a jarring experience and she struggled to keep from collapsing face first in the dirt. But after a few decidedly inelegant steps, she was galloping down the path again, her forelegs aching fiercely now from the impact. At least nothing seemed to be broken though.

A quick glance behind her made her flush with embarrassment. She'd jumped nearly halfway down the hill in a single bound, for no apparent reason either.

I hope nopony was watching that, no doubt they'd think I've lost my marbles.

Turning her attention forward again, she was surprised to see any of the front runners at all. She had expected them to be long gone by now, but instead they were just gradually pulling ahead, though she couldn't be sure that somepony hadn't broken out of the herd either.

She was contemplating taking a break to rest her now throbbing legs or just running it off, trying to remember some old advice but coming up blank, when a loud BOOM from behind interrupted her train of thought. Side to side, then up, she sought the source of the frightening noise. There was a casually drifting balloon hovering not quite overhead, but it didn't look like it had exploded recently.

For the second time in less than a minute, she failed to learn any sort of lesson about not paying attention to where you're going. A falling apple leaf gently fluttered down, having been knocked loose by somepony ahead of her, and managed to catch her right in the middle of her face and stuck.

"Ow!"

She had managed to blink at the last second, so it didn't really hurt, but 'ow' still seemed like the kind of thing you're supposed to say when a leaf catches your eye, and caught it was. After a few strides, the leaf still hadn't fallen away from her left eye. A brisk shake of her head fared no better, as its stem seemed tangled up in her coat. She didn't want to stop and brush it away though, so with a huff she continued on, a little bit miffed at the apple tree's excessive friendliness.

It did smell delicious though...

Some vague recollection of having apple leaves in a stew, once upon a time, bubbled up from the depths of her mind and tickled her taste buds. Once again, she hoped that nopony was watching her as she cautiously stuck her tongue out and tried to pull the leaf into her mouth. The troublesome leaf didn't want to go without a fight though, and every time she brushed up against it, it would flutter about. With one final stretch, she managed to pull it away only to have it tumble down to the dirt path below, leaving just an impression of its flavor behind.

Ginger Mint let out a little whinny of frustration and couldn't help but feel that the trees were playing a practical joke on her. She wasn't about to give up so easily though, not today. Perhaps its the adrenaline, she thought while considering her unusually competitive mood.

She knew the aftermath of her little jump was slowing her pace, and that what she was about to do wouldn't help her place, but as she galloped through Sweet Apple Acres she went out of her way to try catching falling apple leaves in her mouth. Back and fourth, up and *snap!*

Was feeling at home making her act a little sillier than usual? Either way, she didn't feel like stopping now. In spite of her aching fetlocks, she could feel the warmth of the place urging her forward, and not the icky sweaty kind of warm that makes you want to slow down and cool off.

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"Sweet Tia's praises," Breaker muttered under his breath, slowing his pace as the trail crested above the farm, its orchards spreading out below him. His mind wandered back to his conversation with the pretty young mare from Ponyville he'd met on the beach back home, trying to remember the names of the farmers who worked this land...

Gone. No matter though, that was then and here is now. Breaker lifted his head, his nostrils flaring as he inhaled the soft, sweet scent of the orchards. The fragrance was incredibly calming, and as the trail wound past the barn that sweet fresh-hay smell mingled in with it. He felt lighter, freer, and with a new burst of energy and a spring in his step Breaker cut away from the pack, dipping into the orchard itself, eager to be among the trees.

His hooves pounded through the loose, well organized planting structure of the trees. There was love in this field, poured into it by generations of hardworking ponies, and it left an unmistakable imprint. Building up speed, Breaker raised his head, throwing himself into the air with a dexterity no pony his size should be able to muster, and plucked an apple straight off a tree limb. He crunched down on it, closing his eyes and savoring the sweet, perfectly ripe fruit, a bit of juice dribbling off his lip. Rounding back through the trees, without breaking stride, he nosed a small, perfectly cropped and bound bundle of grass and leapt through the air again, hanging it from the very same branch he'd taken the apple.

"Get and give, m'frens!" Breaker called out to no one in particular, laughing as his own personal trail met back up with a bend in the path, and he rejoined the main group, towards the back of the pack now, thanks to his little field trip. Breaker hardly noticed, now fully settled into his stride. He felt strong and powerful, still hardly breaking a sweat. Rarely did he spend so much time surrounded by other ponies, earth ponies in particular. The earth's magic was strong here, Breaker could feel the energy of every pony around him, felt the shared energy passing between them all, being drawn up through their very hooves. He thundered forward, a huge grin plastered across his muzzle. He wanted to be in the very center of all this. He wanted to feel every bit of it.

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Despite the incident at the starting line, Carrot Fields felt he had gotten off to a decent start. Here he was, running with the front pack with some papers clenched firmly in his mouth, flapping in the breeze. It was annoying, but manageable, and he certainly didn't want to stop or slow down now. He did hope that the purple unicorn would catch up with him, let him pass the papers back. He'd be willing to slow down a little for her, if he saw her, but every time he glanced back, he couldn't spot the unicorn. There was something odd about her, something he couldn't quite place about her in the brief moments he got to speak with her before the flag fell. What worried him now was that, being as small as she was, that she wouldn't be able to keep up or catch up. Unicorns weren't really known for their physical prowess, and she didn't look any different. He might end up having to carry her notebook all the way to the end of the race, if he wanted to have any chance of winning.

Exiting the first leg of the race, he'd found a comfortable loping pace, determined to keep up his energy without slipping out of the lead pack made mostly of earth ponies. He didn't want to win just for himself, he also wanted to impress his little sister - she was so enthusiastic that he was competing. It seemed, at least in his mind, that she really looked up to him and he wanted to give her another reason to do so. Of course, she'd also been very talkative about wanting to finally join the race next year as a first year filly. The gray earth pony wasn't keen on that idea, but at the same time, he swelled with pride, knowing how well she'd do. Despite his overprotective nature regarding her, he'd have to let her enter - she wasn't really a foal anymore, even if she was still his baby sister, and she *was* awfully good at sports.

The countryside was becoming more and more familiar, as he ran - this was the area where he lived and worked. The path turned, and before him, the beautiful forest gave way first to open field, and then to a wide expanse apple trees in neat rows as far as the eye could see. This was Sweet Apple Acres, the largest orchard or farm in the entire region, and his neighbor. Not that he expected they knew that - the orchard was so vast that dozens of farms could claim the title of neighbor to the prestigious farm. Oi wonder if we'll hie past mine atall, wot a bonnie sight that'd be! Oi wonder if t'other racers would notice.

Passing through the shadows of the multi-colored trees, leaves ready to fall, he noticed a few ponies already taking a break, some before entering the orchard to take in the sight of it all, others to relax for a moment to catch their breathes. In his eagerness to compete, Carrot had almost forgotten that many ponies participated more for the scenery and tradition rather than trying to win anything. Of course, it would seem the one filly who he'd regularly seen working this orchard was serious - she looked to be in front of everypony. Ach, what a swift lil' filly! Wot a stride she's got t'her! Such a bonnie sight, Oi've ne'er seen, Oi'd nae mind watchin' that th' whole -"

"ACH!" Carrot tripped on a small rock and lost his balance, crashing down hard and sliding forward several feet in the dirt, dusting up those papers he had meticulously held in his mouth. Balmy colt! Ken tae th' road, nae some filly's flanks! he scolded himself silently. Could things be any more embarrassing?

A bubbly pink earth pony bounced by him casually, without a care in the world. She wasn't running, she was literally hopping on tip-hooves as if she wasn't in a race at all. How did she get so far forward, with that pace?! Carrot quickly jumped to his feet, gathering the papers that had fallen loose. Now he'd fallen behind those who weren't even trying! He quickly regained his strident gallop, determined to make up lost ground. Stay focused ... Aye, that pink filly is bonnie, too ... OYE! Stay focused!

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Her heart pounding as hard as her hooves, Shanna galloped along with the extra spur of Dusty being around.

She tried not to look at the racers around her, sure Dusty was still near. Did he have his snake with him?

* Don't look, don't look, don't look...*

Shanna looked anyway, seeing him right there. She then quickly looked back forward with a blush, angry at herself "Why did I look?!"

It hardly helped that her occasional nightmares of him sounded like the opening of a cheesy romance novel.

*Well... maybe if I kiss him, I can stop worrying about him walking out of the shadows of my room... Wait! No! Never! Do not weaken! He's an outlaw! *

Shanna shook her mane at her foalishness, then gasped as everyone began to slow down ahead of her at a hill crest.

She quickly bobbed to the side to dodge one pony, then leapt over a random pony that had tripped, awestruck at the sight ahead. Maybe she can lose him in this jam-up?

Gasping, Shanna nearly stumbled herself, seeing Sweet Apple Acres from this angle. Strange that the farm looked so different, so.. beautiful from down here compared to seeing it from above. All the apples shone brightly, temptingly... Suddenly her tummy growed, making her blush.

Another mare ahead had been so surprised by the view, she had leapt halfway down the hill ahead of Shanna. "Amazing! Pretty good jump for no wings! Ohh! there's that Pinkie pony up front! Maybe she'll have treats at the rest stop..."

Shanna fought the temptation to slow down and enjoy the view, but instead kept up the pace, hoping to make up time and get ahead of Dusty.

She blinked as she saw one of the owners of the farm racing too, and apparently enjoying himself greatly, Big Mac himself. "Wow! He's faster than he looks!"

A little bit more, and she can take a rest at the first break station...

----------------------------------

Hoss buzzed along, following the balloon and keeping an eye on his sister, when he heard a roar behind him.

He instantly rolled off the puff of cloud, in time to see it scattered to vapor by a blue and silvery streak that sounded like it was screaming in terror. "YIPES! What was that?!"

Hoss zoomed up and away to grab a replacement cloud to sit on and take a look at whatever that was...

---------------------

Meanwhile, back in the spectators ground-side, Madam Bistro pushed her hot chocolate cart up behind a growing stream of ponies watching a scrying screen of the race "Oh my! Is that what's happening now? Would you mind if I watch too?"

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As the pack thinned out following the break from the starting line, Mobius took up a position towards the side of the path they were racing along as he rapidly slowed himself from a gallop to a slower canter, keeping a quick but smooth gait to preserve his energy. The switch in pace lead to many ponies passing him, although a quick glance behind revealed that a number had dropped down to a similar gait to his if not to a trot. A few distant ponies even seemed to be walking, no doubt taking in the gorgeous view provided by the golden autumn leaves that now covered the ground all around.

His moment spent examining the other racers, as well as the scenery immediately around him, lead to the pale gold Pegasus' tripping over a tree root that was partially out of the ground, sending him stumbling. He attempted to question no one in particular about what he'd just tripped over, but instead, only managed an incoherent "Wha-wuh-ah-whoa!" before finally landing on his shoulder and side, skidding an extra foot before halting. His eyes rolled around their sockets as he lost awareness of his surroundings, missing the streak that flew down the track at inponyly speeds. A few seconds after the fact, he shook his head, blinking rapidly for a few seconds until he could see clearly once more, just in time to notice a few of the slower ponies passing him up. "Well, that was awfully dumb'a me," he chuckled to himself as he got up, shaking off some dust and a few leaves from his coat, "Gotta remember t' watch where I'm goin' first and foremost." Having finished scolding himself, the stallion then turned along with the other racers, taking a few careful steps to make sure he hadn't hurt anything before he began to take up a trot. The fall had knocked some of the wind out of him, so he wasn't particularly eager to rush back up into a canter for awhile, at least not until he had caught his breath and the stinging in his side went away.

Only a few short yards later, the trotting Pegasus rounded a tight bend, entering an open field that featured the gorgeous, and for him, hunger-inducing sight of countless apple trees. Sweet Apple Acres; what a sight. He'd only ever flown over the farm and its immense orchards during his random travels, and it was still an impressive sight from the sky. However, there was something awe-inspiring about seeing it from ground level, the trees stretching into the horizon as though the orchard was endless. Oddly enough, when flying overhead, he'd only ever seen a literal handful of ponies harvesting them, despite that any reasonable pony would assume they had a staff of dozens dedicated to the task. The famed 'Apple Family' must have been made of tougher stuff to handle harvesting such vast orchards by themselves. "Huh... wonder if any of 'em are runnin' in the race?" he murmured to himself as he chanced a quick glance around, looking for any ponies with what he assumed would be some kind of apple-related cutie mark, "A race like this'd probably jus' be a fun warm up t' ponies like them."

Having failed to spot any nearby ponies with apple-esque cutie marks, he returned his attention to the path ahead, taking the occasional quick glance up at the branches of the nearby apple trees. All them held delicious looking apples, many of which looked perfectly ripe and ready to be picked. 'I wonder if they'd notice one of 'em missin'...' he began to think to himself as he licked his lips. He quickly shook his head furiously in an attempt to get rid of such thoughts, 'Thinkin' of stealin' from hard-workin' folks? You were raised better'n that, Mobius!' he scolded himself internally, his eyes shifting away from the trees in hopes of finding somepony he might have known or recognized, or even one that just looked friendly; talking to somepony would at least keep his mind off the countless appetizing apples surrounding him.

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When the crowd first took off Dotty had to keep pace with them. She didn't want the ponies behind her didn't crash into her, causing a huge pony pile-up. The dread brought by the image in her mind of a hill of injured ponies with Dotty Droll at it's center was enough to keep her in a swift panicked run.

Now ponies were more spread out. Dotty was at the back of the group but, she could still see the front runners ahead. Now she slowed down. Now she notices the clouds of leaves raining down. It was breathe taking! Or maybe it was all the running. Regardless the sight of all the colorful leafy condensation was making the race a much more pleasant experience for Dotty.

The leaves also reminded Dotty of her Aunt Prim's advice. Dotty experimented for a stretch with running techniques that best brought down leaves. She measured each technique by how much it could make the trees shake. The one that worked best for her was a sort of hopping stomp. Dotty would rear up, then pound the ground with her hooves. It rather looked like she was pouncing after a bug trying to squish it. It was exhausting. Dotty grunted with each hop.

I'm going to tire myself out before I'm even halfway.

Dotty was so focused she didn't notice the apple trees until she caught a whiff of them on the breeze. She eased up on her stomping and took a look around. Like the falling leaves, sweet Apple Acres was a glorious sight. The view made her mouth watering and visions of baked apples danced in Dotty's head. It seemed cruel to be surrounded by all that juicy fruit. Dozens of apples had been brought down by the rumbling of the race. Dotty Droll gazed longingly and she could see ponies around her had the same idea.

One apple won't hurt.

Dotty Droll hastily trotted to the side of the road and snatched up a ripe red apple from between some tree roots. She hung her head guiltily know that other ponies had seen what she did. But when she took the first bite it was so crisp and sweet she didn't regret her decision.

I will have to buy a dozen of these before I go back to Hoofington!

The apple put a little pep to Dotty's step and she continued at a cheerful trot feeling much better about the race. The combination of the cool autumn breeze, the leaf showers and hills of apple trees made Dotty giddy. She playfully bumped a few racers, brohoofed others and quietly sang the least offensive sea shanty she knew.

Oh when I leave for the briny deep,

At the early morning bell!

I'll give a kiss to my lovely's cheek,

And I'll kiss her sister as well!

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Number 34, Klondike, simply kept on smiling as the larger red stallion told him about his barn and then pushed forward and away from him. He couldn’t help letting that smile turn flat out into a full blown toothy grin. If there was one thing he enjoyed more that offering to help somepony fix something, it was spreading his repair’s shop clientele base. Whether that stallion stopped by his repair shop the next day or a month after, Klondike had managed to inform another potential client about his business.

“Hehe, makes me almost forget I’m running a race.” Klondike could not help but comment to himself as he kept on grinning.

“Maybe I should let the other ponies know about my serWHOAAHH”

He had been so focused on the thought of expanding his clientele; he absentmindedly stepped into a small indentation on the road and lost his balance, causing him to fall forward. For whatever reason though, he flung his forelegs around the bag on his neck while tucking his neck in and miraculously managed to roll into a tumble and immediately sprang back into a galloping gait.

“Did ANY pony see that!? That was awes… Wait, why do I have a bag around my neck?” Klondike suddenly remembered, in fragments, what he was doing before introducing himself to the large red coated stallion and immediately perked up his ears as he called out after him.

“Wait! Is this your bag?!”

Unfortunately, the pony with the harness was already well beyond ear shot moving at an incredible speed. That of course, didn’t do anything to damper his spirits as he immediately remember he was looking for a unicorn and not an earth pony.

Taking advantage of the brief moment of clarity, Klondike lowered his gait to a more comfortable speed and fell back near the beginning of the herd, determined to start fresh and find the unicorn.

“Alright, have to find that unicorn and give him his bag back.” He looked left and right as he mumbled this to himself. “Dunno how, can’t even tell where one pony ends and the other begins in this dust cloud and trampling noise… Hmm, guess I’ll have to ask every unicorn I see. Wait, why does this plan sound familiar?”

With furrowed brows in deep thought, Klondike managed to keep his gait regular as his muscles rested a bit from his sudden gallop to the front of the herd. His pulse was slowly returning to a more tolerable pace.Still deep in thought though, his right ear suddenly began to twitch furiously as something other than the thundering hooves of the ponies reached it.

Oh when I leave for the briny deep,

At the early morning bell!

In a rarely seen moment, Klondike actually paid attention to his twitching right ear and fell in besides a dark gray coated earth pony, as he slightly raced eyebrow.

I'll give a kiss to my lovely's cheek,

And I'll kiss her sister as well!

“HI! Sorry to interrupt Miss, but what’s that you’re singing there?” He asked as his face became one of genuine mirth as he looked at the earth pony he was keeping pace with.

“Oh, excuse me, where are my manners… Again?” The last part he asked to himself more than to the dark gray coated earth pony. “Name’s Klondike from Ponyville! I repairs things!”

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Stormsong was quickly left behind in a maelstrom of varying colors of leaves as most of the pack charged forward and off into the distance. There were a few other ponies that were also pacing themselves at the beginning, but Stormsong was far too enthralled with the gorgeous scenery around her to take much note of them. She thought she heard one of them, probably the aquamarine unicorn with a lyre for a cutie mark, singing a song, punctuated by gasps of breath. Even though galloping and such wasn't really her thing, Stormsong knew better than to try singing when her body was already going to be begging for more air, but she enjoyed the music all the same, while it lasted.

Further on down the path, she could see hundreds of apple trees spread out over lands that she assumed to be Sweet Apple Acres. Having only been to Ponyville once before in her life, and even then she had only been passing through, she had never actually seen Sweet Apple Acres before, even though she often purchased apples for her restaurant from them. 'Maybe I'll get some of them for the trip back to Canterlot; I'm sure to be hungry and tired by the time this race is over', she thought to herself. At that moment, as if cued to do so by her thoughts, her stomach churned, accompanied by a slight twinge of pain, reminding her of how foolish it had been of her not to eat much before the race. Not that she could really help it; her anxiety, both at being around so many unfamiliar faces and at participating in a race against ponies who were much more physically fit then her, had robbed Stormsong of her appetite.

As she trotted her way closer to Sweet Apple Acres, Stormsong was struck by the virtually palpable, overwhelming smell of apples, and she slowed nearly to a walk for a few moments to savor the sweet scent. This was definitely a place she would love to be able to come practice her music at, although she knew she would likely never get such an opportunity. Her stomach growled again, and she looked at the surrounding apple trees longingly, wishing she had eaten more for breakfast. 'They wouldn't miss just one apple, would they? I could even pay them back for it before we leave, since I'm going to be buying apples anyway', she reasoned to herself. But before she even began to levitate one down from a tree, she heard the aquamarine unicorn warning somepony else not to take any apples. She sighed to herself and picked up her pace a bit, so she could leave the apples and their tantalizing smell behind.

Not even half a minute later; however, a blue and grey blur suddenly screamed past her and shot off into the sky, startling her so much that she let out a loud scream of terror. With her concentration having been so thoroughly broken, the spell keeping her silver mane out of the way of her hooves collapsed. Stormsong stepped on her now loose mane as she attempted to continue running, and tripped and fell painfully to the ground. She looked up into the sky, trying to find what had zoomed past so quickly, while bringing up a hoof to massage her head where her mane had gotten pulled. "What in Equestria was that...?" she spoke aloud, not even having the presence of mind to stand back up and continue on.

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Holly had this all planned out! As she and the ponies that were at pace with her arrived in the apple orchard, she headed off the path towards a specific tree. Hidden in a bush at the base of a tree was a little basket. She pulled it out, and unfolded the blanket off of the top, revealing swollen red strawberries, plump blueberries and a couple of blackberries. While she was all for a good apple, she much preferred the fruit from her cart. She licked her lips and sat down, munching on the berries.

While a few ponies also stopped, most only grabbed an apple and went on their way, a couple stopped and caught their breath, before trotting on and pushing themselves harder. She then noticed a female unicorn--a soft blue in color, settled down. Holly wasn't too far away, so she actually heard the rumble as the other unicorn stared at the apples--of course, not wanting to steal them. She looked back to her own basket of berries. She smiled, and picked it up by the handle, trotting over to the pony she didn't know--Stormsong--and set the basket down, smiling, "Hungry?"

She sat down next to the other female unicorn, glad to offer a hungry pony her pride and joy, and the--literal--fruit of her labors. Although she was a grocer pony, she was always happy to feed a hungry pony, "You can certainly help yourself to some of my fruit. I packed in a little too much." She grinned again, "I'm always glad to feed a hungry pony!"

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Gilda had the upmost confidence with the pace she was making. They were entering the second leg of the race and she just had to be toward the front of the pack, leaving lame ponies in her dust with every second that passed. They were now racing through some pony apple farm. Gilda didn't care at all about the scenery she passed; it was all the same as far as she was concerned, just a backdrop for what would ultimately be her totally awesome victory. Her attention was completely focused on the race.

Darting past ponies as she raced through the crowds of runners, the griffin smirked in pure delight. This was an incredible feeling. Gilda loved this speed. There was nothing greater. Most races Gilda entered were flight based. It was kind of a new feeling to be forced to stick to the ground, her wings closed and tied. Yet, here in the midst of the race, she had to admit it felt great. Sure, she still preferred the skies. She was at home up in the clouds. However, the sensation of pushing herself to the max, achieving that awesome speed was the same on land as it was in the air. For some stupid pony race, to her shock Gilda had to admit she was having a blast.

There was something that concerned the competitive griffin though. All the while as she ran, she kept her keen eagle eyes seeking through the masses of ponies competing in the race, looking for a streak of rainbow. At one point, she did notice a pony with a vividly multi-colored mane, but nope, it was just some unicorn. Dash was nowhere to be seen. Gilda was positive she had to be around here. There was just no way a pony like her wasn't going to be in a race like this. She was confident she would find her somewhere in the pack of ponies racing. Once she did, she was going to pass her so good.

None of the other little ponies really mattered. Most of them seemed to keep their distance. Early in the race, some dweeb with far too much of his mane in his eyes had approached her and tried to tell her something, but Gilda hadn't understood a thing he had said so she just left him in her dust. Beyond that, none of the ponies really approached her. Gilda caught some of them at least glance at her every so often. They generally seemed to be shocked to see a griffin in the race. Good. That was one of the reasons Gilda was here. They'd be even more shocked when a griffin won the race. Gilda noticed at least one other non-pony in the pack, a diamond dog, she believed. That was great. She supposed there was at least someone else who had got it in their head to challenge these lame ponies in their own precious race. Still, as far as Gilda was concerned the dog was just competition like all the rest. No matter who they were, she was going to crush the competition.

Suddenly, Gilda was shocked to see a pony she did recognize in the crowd. Immediately, her face distorted into fuming anger. She couldn't believe it. That pony was racing? It was true. The pink pelt and mane were unmistakable. Dash was nowhere to be seen in the race, but here was the single pony Gilda had come to despise most. This puffy maned smiling pink lame-o was more responsible than any other for turning Dash from the coolest pony Gilda had ever known to just another dweeb. Knowing this pony was a part of the competition, Gilda suddenly became more determined than ever to crush them all with her speed.

Gilda laughed as she found a maligned grin. Shoving past, and even into several ponies she found a sudden burst of new speed.

"It's time this griffin show you lame ponies what real speed is!" Gilda called out as she rushed rapidly forward, blinded by her own determination.

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Stormsong heard the sound of hooves trotting by, all of the ponies that hadn't already passed her were well on their way now that she had fallen. Just as she was about to get back up and continue, she was startled yet again, this time by a voice coming from right next to her inquiring "Hungry?". She jumped and scooted herself away from the sudden noise involutarily, while at the same time getting a look at the mare who had sat next to her. She had blue, yellow, and purple striped mane, and pelt of a color Stormsong, in her inexpertise, couldn't quite find a name for.

"You can certainly help yourself to some of my fruit. I packed in a little too much.", the other mare told her with a grin, "I'm always glad to feed a hungry pony!"

Stormsong wasn't quite sure how to respond to this; sure, she was hungry, but she didn't often take offers like this, especially from complete strangers. And she needed to get up and continue the race, even if she was almost certain to come in last place by now, not lie on the ground and eat berries. But she was so hungry that she was concerned about her ability to finish out the race at all without some sustenance, and this colorful mare sure looked honest enough. And accepting these berries would be much, much better than stealing an apple from the orchard, even if she did intend to pay the Apple family back for it later.

"I um... sure, but... if you wouldn't mind too terribly much... I don't want to get left too far behind." Stormsong murmured, finally standing up from where she had fallen on the ground. While she cast the spell to keep her mane from tripping her up again, she that, in her hunger, she hadn't even bothered to ask this other mare, who had been kind enough to stop and offer her foor, for her name. "I'm sorry", she apologized quickly, taking a step back, "Um... my name's Stormsong... and you are?"

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Zephyr continued his run, determined to get closer to the main pack after his fall. He noticed a large earth pony, with an oddly colored mane, had gone to the side to enjoy a little apple snack. Zephyr giggled and figured he wasn't the only one with the idea to plunder an apple or two. That sweet scent was just amazing. He couldn't keep his attention on that pony for too long, Zephyr had already bumped into another pony due to not paying attention.

Just then, that odd maned pegasus was running beside him. As the odd pegasus came upon a rock, he leapt over it, bumping an apple from the branch overhead. Gracefully he bounced an apple around and knocked it over to Zephyr. It was an amazing looking feat and Zephyr was genuinely impressed. He sure was an odd pegasus, but he certainly knew some nifty tricks. Zephyr tried to catch the apple... He spread his wing out and hoped he could time the snap back in time to bring it to his side, but he had missed. Zephyr didn't let it bug him though.

What the pegasus had said kind of bothered him... "To linger on the past is to live in the shadow of those that look to the future!" Those were some strong words to Zephyr. It struck a nerve, but Zephyr knew he meant no harm, he smiled and responded kindly.

"Pretty fancy trick there uh... whatever your name is." Zephyr tried to match this pegasus' speed. It would be fun to have a little talk with somepony else during the race. Maybe even a little friendly rivalry would help spice up the race. Zephyr had no real goals with the race itself. It would be nice to win first place, but Zephyr knew it may not be possible against the more seasoned runners. He continued, "I'm Zephyr Burst."

The pegasus had a very odd aura about him. He was very level headed and calm. He seemed to have a great peace of mind, Zephyr could tell that just from this short encounter.

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Pinkie ran along comfortably in the middle of the pack. She'd joined in on a round of songs earlier when Lyra had started them going round, but they had served to quickly wind those who had participated, and Pinkie was no exception. She'd run out of energy to maintain her hopping, and was now merely trotting. A fair number of other ponies started to slow down and take small breathers, so Pinkie figured she'd follow suit.

She stepped off the road and took a deep breath, smelling the familiar scents of Applejack's orchards. But wait, there was something else there. Cinnamon, perhaps? She wasn't able to identify it, but it was definitely coming from that ominous-looking little grove just down the hill. Curiously she walked in, struggling to push herself through the thick foliage of the densely-packed apple trees. Funny, she'd been all over this place when they'd helped AJ harvest last applebuck season, and she hadn't noticed any trees packed together like this. It must be new.

She finally pushed her way into the clearing in the center of the grove, and found a small shrine, with incense burning. That explained the smell, but Pinkie had been hoping for apple pie. Her stomach rumbled and she reached for an apple. "I can always pay Applejack back later," she reasoned to herself. Just as she was about to take a bite out of it, another apple fell from a branch and hit her on the head. "Ow..." She rubber her head and glared back at her own tail. "No twitching? You're letting me down tail." She attempted to bite into it again and again an apple struck her in the head.

"What the... is someone throwing those?" She glanced around the small grove.

"Yeeees Pinkie," came a voice from the trees, "for yoooou have not yet done what you came here to do."

"What's that? A ghost? And who are you?" Pinkie looked around the grove for the source of the voice, but saw nopony else there.

"Uh, I am your spirit guide," came the voice. "So um, yeah, I guess I'm sort of like a ghost, but not the mean kind. Well anyway, I want you to find your purpose in racing today."

Pinkie blinked. "Well that's easy, I just wanted to have fun and run with my friends."

"No no, that's your reason for coming, but not what you're doing in the race itself. You need to go find your purpose. Go on, go!"

"I-" Pinkie started to protest, but one of the trees itself picked her up and tossed her out of the grove. She rolled down the hill, back towards the road. She glanced back at the grove, but it was gone, along with the slope itself... assuming they had ever been there in the first place. The scent was gone too. She wondered what the spirit had meant, stepping back into the race as the now-dispersed racers ran by. She fell in with them, considering the question.

Just then, a feathery blur pushed past them. It took Pinkie a moment to recognize the griffin. "Gilda!" She frowned. "Of course! That's my purpose here, to beat Gilda and earn her respect. Then she'll realize what a meanie she's been, and she'll start being nicer to everypony!" She charged after the griffin with renewed vigor, now certain of what she had to do.

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ajbanner.png

When the Mayor had asked Applejack to clear a running way through the Sweet Apple Acres orchard, she was disgruntled at first, knowing that several ponies, most of them strangers would be trampling on very carefully maintained soil that allowed the Apple family's crops to grow so well every year. But the exposure to the farm made Applejack realize ways she could take advantage of it and use her money-making skills to the best of their ability.

As the racing ponies filed out from the starting area, they reached the first scenic route of the race, Sweet Apple Acres. Applejack ran towards the front and worked her little legs more than she probably should. But she had a reason. She knew that several ponies, especially the first-timers, would quickly start realizing how hard this race might be for them, and will look or any way finding extra strength when they feel they have no more.

As Applejack galloped up next to the barn near the entrance to the orchard path that split the orchard, she stopped and pulled out a crate of bottles of apple juice made fresh on the farm. She stuck straws in bottles and put the bottles on display on a table right on the path. Here we go, Applejack thought, time to make some sales.

ajaplejuice.png

Applejack knew she could win, even if she took a rest, and especially since Rainbow appears to have decided hoofracing isn't her thing. The orange pony thought that if she was going to take a break, she might as well try to make money while doing it. She shouted, "Get yer refreshin' apple juice right here! Mighty fresh and mighty sweet!" She pitched her lines to the ponies racing by her. She wasn't too concerned with them racing ahead. She knew she had plenty of time to caught up, and most of them were running the slow and steady pace, anyways. And the slower the pace, the more customers she was bound to attract.

"Care to take a break and drink somethin' that'll cool you down?" Applejack said trying to get the attention of Carrot Fields.

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Seeker felt the wind rushing through his mane while his hoofs dug into the ground in full gallop. This was more like it. He had almost forgotten this feeling.

During his time with the trade caravan, they had to safe their strength, because food and water was always low, and they had to share it with the sheep, and while he traveled the mountains on his own, he always had to watch his step for loose rubble and other dangers. As he had traversed the plains leading up to Ponyville, it just never occurred to him to go faster than a light trot.

He felt exhilarated, as the movement triggered memories from when he was just a little filly, when he used to play with his siblings in the afternoons near the camp. They’d run up the heaths of the mountain outskirts, racing each other until they reached the mountain foot, a few of the shepherd dogs always on their side. It felt so long ago..

Seeker noticed the clouds of dust coming from the main field of racers that whirled towards him. He remembered his protection goggles still dangling around his neck. Using his telekinesis, he carefully adjusted the goggles, and naturally slowed down a little. One or two ponies used that opportunity to gallop right past him, but that didn’t concern him too much. This was about the trees, right?

To his surprise, though, several ponies had slowed down and where standing aside the road. He saw Blacky skipping around them, trying his best to keep up the pace. Seeker knew that a dog couldn’t keep up with a pony, but Blacky wouldn’t give up just like that. He just hoped that he wouldn’t get into trouble for that.

As they passed the apple orchard in whirls of autumn foliage, Seeker finally drew closer to the main field of racers. There might be a chance of good positioning after all.

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