We start off with Applejack and Rainbow Dash playing with eachother by throwing horseshoes onto a stake on the ground. Rainbow Dash gets close enough and Applejack tells her that it's not too bad for a pony who always has her head in the clouds. Rainbow asks Applejack if she thinks she can do better, to which Applejack responds that she knows she can. Unfortunately, Applejack doesn't throw it to the stake as closer as Dash. Rainbow Dash mocks Applejack for this and Applejack responds by telling Rainbow Dash that it's her turn. Rainbow throws it too far though and Applejack teases her for it. Rainbow Dash tells Applejack that she still has the closest throw. Applejack responds by throwing once more and beating Rainbow Dash. Dash looks glum that she lost and stubbornly says that she hates losing. Applejack compliments Rainbow Dash for being such a good athlete but says then teases Dash by saying that she's better. Rainbow Dash can't take this and tells Applejack that she challenges her to an Iron Pony competition. A competition made by Dash to see who the better athlete is. Applejack agrees.

Scene 1

Twilight, with Spike on her back, asks Applejack what they're doing. Applejack tries to explain but is rudely interrupted by Rainbow Dash on explaining. Twilight asks why she's here. Rainbow Dash asks to Applejack why Twilight is here. Applejack says she's here to count the score and Dash responds by boasting once again.

Spike is commentating on the event and Twilight asks Spike who he's talking to, and Spike shows her up by saying them, pointing to Pinkie Pie, Fluttershy and Rarity.


Scene 2

They start off by running through barrels. Applejack starts and makes 17 seconds. Unfortunately, she tips a barrel and five seconds is deducted making it 22 seconds. Rainbow Dash's turn and she makes 17 seconds. Twilight announces Dash the winner and Fluttershy puts up a score of 1-0 on the leaderboard. Wait a minute. Didn't they ask Twilight to count the score. Why is she announcing? It's never really touched on again. Dash is overjoyed but Applejack tells her that it's only started.

Next, a strength test. Applejack beats Dash at this and Rainbow becomes shocked. Applejack teases Dash more by bucking apples at a rythm.


Next, we see Granny Smith, Apple Bloom and Big Macintosh cheer for Applejack. Good for them, coming to cheer for one of their members. This goes downhill however, when Spike is used as a volunteer for a rodeo against his will. None of them even care. Not even Twilight who yells Go! for them to start. Applejack hits Spike up and down and crashes him into hay, hurting him. But no, before he can recover, Rainbow Dash is seen in the hay and rodeos him. She wins, all the while knocking him onto Fluttershy's leaderboard. Infact, Fluttershy seems to be the only one concerned. Next, we get Spike's line "I lose." Damnit. Poor Spike. I'm sick of him being Zoidberg.

Before Spike can recover or refulfil his dignity, he's dressed in a bull costume against his will and is tugged by Applejack and tied up in a rope. Spike asks how he gets roped into these things. I agree with you Spike. You've never harmed anyone. Applejack wins and Dash is tied up in a tree.

After this, both try to see who can bounce a ball on their head the longest. Rainbow Dash wins.

They throw hay. Rainbow Dash throws it to it's farthest point and sticks her tongue out at Applejack to which Applejack responds by throwing the hay farther than Dash and crushes her too.

Spike announces that the score is 5-5. Wait, we didn't see four events occur. Never mind, it was still neck and neck from what we saw before. After Spike announces this, Twilight asks him who he's talking to, to which Spike replies by saying them, pointing to many ponies.


Next, the two try push-ups. They're both at 99 and then Dash... cheats by flying up a little? What? Okay, so I assume someone will see her cheat besides Applejack who says to herself to be a good sport. No? Of course not.

Next is the long jump. It looks as though Applejack will beat Rainbow Dash but then Dash is seen cheaing by flying a little. Okay, so now I assume that she'll be caught by someone other than Applejack. No? Oh come on.

Next, we see Applejack and Rainbow Dash having to carry baby chicks through the mud. Rainbow Dash cheats by spreading out her wings to protect the chicks. Oh come on. Now you can obviously see her cheat.

Twilight announces the final event is a tug of war. Rainbow Dash then cheats by flying in the air. Okay, she's in the air, someone see something. In the end, Dash wins by a landslide and Applejack tells her that she was cheating. Dash tries to defend herself by saying that Applejack never told her that she couldn't use her wings. Applejack tells her that she didn't think she needed to ask Dash to play fair. Rainbow Dash defends herself by saying that she could easily win without her wings. Applejack asks her to prove it. Dash asks her how. Applejack tells her that tomorrow's the Running of the Leaves and for the two to race without Dash's use of wings. Rainbow Dash submits.

Scene 3

Twilight and Spike are on their way. Twilight spots a butterfly and Spike tells her to hurry up as they're gonna be late. Twilight asks him why he's in a hurry as the race is only for ponies, to which Spike replies that he wants to be the announcer again.

Unfortunately, it turns out that Pinkie Pie has that covered much to Spike's dissapoined.

Applejack is at the starting line. Rainbow Dash boasts about her Iron Pony achievement. Applejack tells her once again that she's not allowed to use her wings. Rainbow tells her that she could win with both wings tied behind her back. This gives Applejack the idea to tie a rope around Rainbow Dash's wings.


Pinkie Pie is in a hot air balloon. Spike tries to ask her could he help but decides not to and walks away sad. PInkie Pie is then nice enough to show kindness towards Spike and lets him up to help her. Nice job Pinkie.

Applejack and Rainbow Dash are at the starting line but see Twilight. Applejack asks her what she's doing her. Twilight responds by saying she's racing. Rainbow Dash takes this as a joke but it turns out that Twilight is serious. The two even tease her in the process and we get a Hitchiker's Guide To the Galaxy Reference.

Scene 4

And so the race begins. Pinkie Pie tells Spike that for a title like Running of the Leaves, the leaves don't do the running and it's actually left to the ponies. Spike agrees and Pinkie calls the leaves lazy. This brings me to my favourite thing about the episode. Pinkie Pie and Spike's commentary on the race.

Rainbow Dash and Applejack are sticking in the lead. Spike tells Pinkie that these two ponies are having a grudge match trying to prove who's the most athletic. Pinkie Pie says that grudge rhymes with fudge. SPike confusingly agrees with her. Pinkie Pie says she likes fudge but if you eat too much fudge, you get a punch and can't budge. Spike confusingly says "So no fudge?" To which Pinkie replies "Awh, no thanks, I had a big breakfast, let's check in with our two competitive ponies, Applejack and Rainbow Dash." Hilarious. This is one of the episodes where Pinkie Pie and Spike are at their best even though they're not even the main focus. Applejack takes the lead and tells Dash that it's not too easy without wings. And Rainbow Dash says to herself "Come on Rainbow, show a little Dash."


Both ponies become neck and neck. Applejack then trips on a rock and is passed out by all the other racers. Except Twilight. Applejack says that she doesn't believe it. Twilight thinks she means the scenery but Applejack responds by saying it's not the scenery, it's that Rainbow cheated. Twilight corrects her and says that she actually tripped over a rock. Applejack sees this and starts saying that she's gonna have to catch alot of ground.

It looks like Rainbow Dash is in the lead, but Applejack catches up and Pinkie Pie accuses Applejack of stealing cat's pyjamas.

Rainbow Dash trips on a stump and says that she doesn't believe it. Twilight then asks if any of them ever watch where they're going. She tells Rainbow that she tripped on a stump but Rainbow doesn't believe her and thinks Applejack cheated. Twilight defends Applejack and says that she would never cheat. Rainbow Dash agrees with her but secretly still thinks Applejack is cheating and plans to do the same.

Scene 5

Rainbow Dash overtakes Applejack and says "Look ma, no wings."


Rainbow Dash then cheats by hitting a branch against Applejack and sticks out her tongue. After this, Applejack decides to... swing from a branch? Why? Twilight said that Applejack would never cheat. And after Rainbow cheated earlier, Applejack was able to control herself from doing the same. So then after cheating, Applejack does it again by bucking a tree that a beehive is in, which chases Rainbow Dash accidentaly putting her in the lead.

Rainbow Dash hides behind a bush escaping the bees and switches the arrow sign making Applejack climb up rocks. Laughing, she covers most of the sign making the other ponies go the right way. Twilight comes along and Rainbow Dash switches it to it's correct place. Twilight sees Rainbow and asks her shouldn't she be in the lead. Rainbow Dash then makes another great facial expression that we haven't seen since Applebuck Season. She tells Twilight that she's sure to win now. Twilight tells her that it's except the fact that the other racers are beating her. Rainbow Dash runs as fast as she can.

Applejack climbs up the rocks but sees Pinkie and Spike. They ask her what she's doing here as there's no leaves. Applejack discovers that Rainbow Dash cheated. And Pinkie and Spike give Applejack a lift.

Holding on to their rope, it makes her fly and go past Rainbow Dash. Dash tells Applejack that she thought she said that there's no fllying. Applejack tells her that she said no wings. Pinkie tells Spike that this is the most interesting Running of the Leaves in Equestria History. Spike says that it's also the most interesting announcing. I couldn't agree with you more.

Applejack kicks a bucket of treesap, getting Rainbow Dash stuck in it. Dash swings back and flies forward going so fast that Applejack gets spun around. Applejack spinning knocks into Rainbow and the two are caught in a spin and go up some rocks. With they're combined weight, the rocks break off and the two are in a rock slide.

The other ponies get ahead of them and Twilight sees Rainbow Dash and Applejack sitting on a rock. She asks them shouldn't the running of the leaves be about running.


Rainbow Dash and Applejack are now more competitive than ever. PInkie Pie announces that the two are once again, neck and neck. Applejack inches ahead. It's Rainbow. It's Applejack. It's Rainbow Dash. It's Applejack. The two race to the finish line. And Pinkie and Spike pull off a "Oh know she di-n't" on Applejack and Rainbow Dash.

Rainbow Dash tells Applejack to cut it out. Applejack accuses Rainbow Dash that she started it. Good point. And Rainbow Dash responds by saying that now... she's gonna finish it? Wow bad comeback there accepting you're a cheater Dash. Applejack responds by tugging on Dash's mane. Rainbow Dash responds by tugging on Applejack's mane. Applejack tries to tug Rainbow Dash's mane, but accidentaly tugs the rope off. Rainbow Dash cheats by flying and Applejack stops her by jumping on her. The two fight their way to the finish line. Pinkie says how it's Applejack. It's Rainbow Dash. It's Applejack. It's Rainbow Dash. In the end though, the two tie. Applejack asks whoc ame in first and both see Twilight with a gold medal. Twilight tells them that she didn't win but did come in 5th. Rather good considering this was her first time. The two are stunned. Twilight tells them that she did everything the book says. Pace yourself and when everyone else is tired, sprint. The two are shocked. This was Twilight's first race yet she managed to beat two experienced athletes because the other two were horsing around.


Applejack and Rainbow Dash tell Twilight that she's right and they weren't very good sports. Suddenly Princess Celestia comes along and tells them that it looks like an important lesson was learnt. Applejack asks her what she's doing here. Celestia says that fall is one of her favourite seasons and she came here to watch the falling of the leaves. Applejack apologises for what her and Dash did.


Twilight tells Applejack and Rainbow Dash that it's important to remember that the friendship is always more important than competition. This is one of my Top 5 favourite morals. It's so unique and well-balanced. And whereas in the episode before this, Twilight learnt the lesson even though she was already aware of it, here, she tells it to ones in need of learning it like APplejack and Rainbow Dash.

Scene 5 Part 2

Princess Celestia tells Applejack and Rainbow Dash that unfortunately not all of the leaves fell down. Applejack accepts the idea of it asking Rainbow Dash to help even calling her her friend. ANd the two work together to take the leaves down.

Final Thoughts

Now my thoughts on the episode. It's a fun one. The story is unfortunately used in alot of shows, but it's approached well here. The moral is incredible, it was sweet to see the Apple Family cheer for Applejack, the competition between Rainbow Dash and Applejack is well put together, both in the Iron Pony competition and The Running of the Leaves. It was also really sweet seeing Applejack and Rainbow Dash put aside their differences and become friendly rivals. The real icing on the cake though is Pinkie and Spike's commentary. Pinkie plays the funny one and Spike plays the straightman. If they make MLP Season DVD's, I hope there's a Pinkie Pie and Spike commentary on each episode. Can you imagine how amazing that would be? My problems though mostly come from the first half with how Applejack, Rainbow Dash and Twilight don't care about Spike, his falls or his dignity. Fluttershy and Pinkie seem the only ones nice to him. As for Rarity, she only appears for like 5 seconds and doesn't appear again. And why was Fluttershy counting the score. Wasn't it Twilight's job? And after Fluttershy counts the score, just like Rarity, she doesn't appear much after that. In the Iron Pony competition, towards the end, it's obvious Dash is cheating yet nopony but Applejack sees this happen. I also don't really see why Rainbow Dash didn't think what Twilight said into account. Two episodes ago, she helped change the seasons. Speaking of Seasons, two episodes ago, it was Spring, so the timeline of these episodes is a slight off in terms of pacing. And finally, why did Celestia only show up at the end if she likes the fall so much. Shouldn't she have come earlier. Even despite those problems though, this is one of my favourite episodes and still stays solid.


-Story cliche is used well

-Fantastic Moral

-Apple Family cheering for Applejack

-Applejack and Rainbow Dash competition

-Applejack and Rainbow Dash as friendly rivals

-Pinkie Pie and Spike commentary

-Spike is a boss twice

-Applejack is a boss twice

-Rainbow Dash is a boss twice

-Twilight Sparkle is a boss twice

-The Hitchiker's Guide To the Galaxy Reference


-Fluttershy and Pinkie Pie are the only ponies seen being caring towards Spike

-Rarity appears for 5 seconds and then never appears again

-Twilight is supposed to count the score but Fluttershy doesn't

-Fluttershy never appears after first half

-Nopony but Applejack sees Rainbow Dash cheat in Iron Pony Competition

-Rainbow Dash doesn't take what Twilight says

-Timeline is off

-Celestia comes in too late

Elements of Episode

Characterization: C+

Entertainment: B+

Pacing: C

Introduction: A

Humour: B

Premise: A+

Story: B

Moral: A+

Final Score: A-

Tomorrow: Suited For Success