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“Where are we going, again?”

 “I told you Spike, we have to pick out your costume for tonight’s Halloween celebration.”

“Yeah, and you’re just going to want me to wear some frou-frou nonsense to go with your Juliet costume. Ooo, Ooo I know!” Spike began wiggling excitedly on Twilight Sparkle’s back. “How about I go as a dashing Dracula?! Maybe I could sweep Rarity right off her hooves!”

“A debonair dragon Dracula? Well, it’s certainly original Spike.”

“I know, right? It’s better than a zombie because, you know, Rarity probably wouldn’t like the whole rotting undead angle. Oh, do you think maybe I should see what Rarity’s wearing and match my costume to hers?”

“You should pick out a costume you like, Spike. Don’t worry about somepony else’s.”

“Na, I don’t mean it like that. I mean, like, wear a costume that complements hers so everypony might think that we’re….” Twilight thought he blushed slightly. “together? You know, like a couple. I mean only if Rarity didn’t mind, of course. Hehe.” Spike awkwardly laughed.

“A couple, huh?” Twilight chuckled softly as she shook her head. “Oh, Spike.”

“There ya go mayor. That should be plenty of apples for bobbing tonight.”


“Ah, thank you Applejack, Big Macintosh. I’m sure tonight’s going to be wonderful.”

“Hey! There’s AJ!” Spike barely had time to turn and see Applejack and Big Macintosh talking to the Mayor outside SugerCubeCorner, before Twilight Sparkle hurriedly rushed off.

“Whoa,” Spike grabbed onto Twilight Sparkle’s mane to steady himself. “What’s the rush?”

“Huh? Oh, no reason really,” Twilight Sparkle quickly slowed to a trot. “Just wanted to say hi.”


“Wha?!?” Twilight jumped to side at the sudden (and very loud) voice that sprung up beside them. Spike tumbled to ground landing with a soft ‘whump.’ “You surprised me Pinkie Pie.”

“Yeah, me too,” Spike grunted a little as he stood up rubbing his backside

“Heehee,” Pinkie gave a wide grin. “Sorry guys.”

“You can’t just sneak up on ponies like that, Pinks,” Rainbow Dash was hovering lazily a few feet off the ground. She began to giggle, “But I got to say your faces were priceless.”

“I know! At first they where all ‘whaa’ then they where like all ‘aaah,’” Pinkie Pie was making wild gestures and many strange faces, “then they where all ‘ghaaa’ then…” A light blue hoof shot out catching Pinkie’s mouth.

“They get it Pinkie.” Rainbow smiled. Pinkie nodded vigorously, giving something of a smile around the hoof that was currently pressed to her mouth.

“Mm-hay” She mumbled around the hoof. Rainbow began to giggle again as removed her hoof. Pinkie simply blinked and smiled happily.

“Well, hey y’all.” The commotion had gotten Applejack’s attention. She trotted over, Big Mac following beside her.



“Hello Applejack, Big Mac.”

“Howdy doody, scoody!” Pinkie Pie broke out into laughter over her own nonsense.

“Yeeah,” Applejack glanced at the others and shrugged. “Well anyway, whatcha’ y’all doing? Getting ready for tonight?”



“Yes, and you?”

“You are correct, Sir! Heehee.” The other ponies gave a quick glance at Pinkie. She stood silent now, happily smiling.

“Pinks, you are soooo random.” Rainbow chuckled shaking her head.

“Big Mac and me where dropping off some apples for party games tonight.”


“It’s gonna be sooo much fun! I can’t wait!” Pinkie began to jump up and down excitedly.

Twilight smiled and nodded her head in agreement. “I studied up on traditional Halloween party games. I’m ready for bobbing for apples, and the dead pony game. I think the use of skinned grapes for the eyes is very creative and…”

“Ahh pony, you don’t get it.” Dash rested her head in her hoof and sighed. “You don’t study this stuff! You go and get yourself scared silly. If you know it all before hoof, you won’t have any fun.” The blue peg accented her point with some loops as she stared down the violet unicorn.

“Oh, I’m sorry. I didn’t mean to ruin any ponies fun.” Twilight said, a little crestfallen.

“I seem to recall some filly crying when the spaghetti mane was passed around.” Applejack shot Rainbow Dash a sideways glance.

“…” Rainbows cheeks flushed a deep red. “Yeah well, we were still foals then.”

Pinkie stood snickering. “Don’t worry Dashie. My Granny Pie always said when you were scared just to laugh!” Pinkie sucked in a big breath of air, preparing to sing. “Oh when..” Again she found a light blue hoof shoved into her mouth.

“We all remember the song, Pinks”

Twilight gave a weak smile at Pinkie’s high jinx, still looking a little downtrodden.

Applejack slid her front leg over Twilight’s shoulders, giving them a little jostle as she pulled the other pony a little closer. “Don’t fret none over it, hon. Rainbow doesn’t mean nothing by it. You know how she is. ‘Sides, I like that you’re always prepared. You got yerself a good head on yer shoulders. Well shucks, if you didn’t all of Ponyville woulda been in a whole heap ah trouble. A few times over by now, actually.” she gave chuckle. “And don’t forget, sugercube, it was you that got me to let go of my silly pride.”

“Thanks, AJ.” Twilight smiled and briefly nuzzled her head against Applejack’s. “You always know what to say.”

Applejack blushed slightly and scratched at the back of her head, “Shucks, tain’t nothing, sug.”

“Hey, do you all think…”

“eYup” the blue peg was interrupted suddenly. They all turned to look at Big Mac. He had been silent for so long, they had nearly forgotten he was there. They quickly saw he hadn’t been addressing them, but the small yellow pony with a pink mane standing with him.

“Fluttershy!” Pinkie began to excitedly bounce around her.

Fluttershy timidly shrank back slightly, “Hello everypony.” She squeaked out.

“Land sakes girl! You’re so quite you snuck right up on us.”

“Oh, umm. Sorry. I was just talking with Macintosh, and you were all busy talking I didn’t want to interrupt.”

“Shucks, I’m surprised you can get anything outta the big lug except ‘eyup’.”

“Hey, I say the two are made for each other. I hardly ever hear either pony say anything.” The other ponies gave a chuckle at Rainbow’s statement. Fluttershy turned a bright shade of red and even Big Mac seemed a little flushed.

“Hey! There’s Rarity.” Spike pointed down the road a ways. “RARITY! HEY RARITY!” Spike was jumping up and down waving his arms. Rarity looked over in their direction and smiled.

Trotting over she said, “Well hello darlings. How wonderful meeting you all here.”

“Hey, I just had an idea. Why don’t we all get together tonight and go to the Halloween party together?” Spending the night with her friends was a new but exciting thought for Twilight.

“Sorry Twi, Halloween night is prime prank time. The Pinkster and I have a full night planned.”

“Gonna get our prank on, baby. Hey maybe we’ll get to prank you tonight Twilight! Hehe. So much fun!” Pinkie was once again bouncing giddily.

“Oh, that’s okay I understand. Well maybe the rest of us can…”

“Umm, oh. I um… I’m sorry Twilight. I already made plans for this evening. I feel just so awful that I can’t go with you guys.”

“No, no. Don’t feel bad, I shouldn’t have asked last minute.”

“My apologies darling, but what did you say you were doing tonight?” A smirk played on Rarity’s lips as she questioned Fluttershy with a twinkle in her eye. Fluttershy wasn’t the type of pony to join in social events with out somepony else by her side. She had certain suspicions. Suspicions, which she was sure Fluttershy’s reaction answered. She was certain she had never seen anypony become so red so quickly. Fluttershy’s eyes grew to the size of saucers before she stared intently at ground.

“Oh, oh, well. Umm…. I’m going to go… go out on…” Her voice trailed to squeak.

“I’m sorry darling. What was that?” Rarity’s eyes shown like water and she clasped her front hooves to her chest. The others might not have caught on, but you couldn’t pull the wool over Rarity the unicorn’s eyes, not in matters such as these.

Fluttershy shifted her weight nervously, as she struggled to answer. “On a ….te.”

“Huh?” Now all the ponies stared at Fluttershy intently.

Fluttershy’s face seemed ready to catch fire. “I said, … a da…. I’m going on….a …ate.” The last word was spoken so softly the other ponies weren’t sure what they heard. But Rarity was sure.

She rushed forward nearly knocking Pinkie Pie and Rainbow Dash over. She quickly clasped Fluttershy’s hoof in her own. “Oh, darling! I’m so happy for you! You’re going on a date!”


“No friggin’ way!”


“Hold up everypony.” Applejack attempted to quite the others. “Are ya really going on a date, sug?” Fluttershy gave a meek nod. “Well, dog my cats. Well come on now girl, don’t hold out on us! Who’s the lucky pony?” Applejack patted her on the back.

“Yes, darling! You simply must tell. It’s just so wonderful darling!” Rarity seemed practically giddy as her stare grew more intense.

Fluttershy looked left than right then finally to the ground a she softly answered, “Umm…oh, uhh,…osh.”

The other ponies stepped in closer to hear her whispers. “Who?”

Fluttershy began to kick a little at the ground. “Oh, umm.. I said…uhh said ahh…cin…tosh.”

“Ooo, I love guessing! Is it Scented Toes? Ooo Ooo, maybe Cinema Josh?”

Applejack’s mouth seemed to drop a little. “Macintosh? Big Mac?” Her head whipped around to her brother. The other ponies followed suit. They noticed for the first time that, Big Mac’s face was redder than usual. “You…and Fluttershy? Really?”

“Well… umm…. That…we…”

“eYup” Big Mac stepped over closer to Fluttershy.

“Oh, darlings! This is just so wonderful!” Rarity hugged both in turn. “Fluttershy you simply must stop by my boutique sometime for a make over.”

“Oh, yes… Thank you Rarity.” Fluttershy was blushing but had a wide smile nonetheless.

“Congratulations Fluttershy, Big Macintosh.” Twilight smiled warmly.

“I told you guys they were a match.”

“Oooo, kissy kissy. You guys.” Both Fluttershy and Big Mac glanced at each other than away quickly and very red.

“Hey now Pinkie, Leave ‘em alone.” Applejack stepped over to them. “Well, umm.” She took a second clearing her throat and adjusting her hat. “I’m happy for y’all.” She smiled and put her foreleg around Fluttershy’s shoulders. “He’s a giant lug but he’s a good guy, ya know.” Fluttershy smiled meekly and nodded.

“Yeah, I know.”

Applejack smiled and patted Fluttershy’s head before turning to Big Mac. “And you, listen here. Fluttershy is good girl and shy. So you be good with her.” She playfully punched his chest. “Ya make her cry and ya goin’ ta answer ta me. Ya here?”


“Oh… um. Macintosh is always….um very ….sweet.”

“Wait. How long have you two been going out? I was kind of thinking this was your first date.” Twilight asked looking a little confused.

“Oh my, Oh…we. That…” Fluttershy was impossibly red now and held her cheeks in her hooves.

“A few weeks.” Big Mac spoke up.

“I simply cannot believe you kept us in the dark this whole time, darling. You must give us all the details tomorrow my dear.”

“Oh my” Fluttershy hide her face in her hooves.

Rarity smiled and laughed. “You’re lucky my dear if I had the time I would make you give us the details right now. Unfortunately my dears, I really am in a hurry. There is a midnight masquerade in Canterlot tonight, darlings. Our own Miss Clover Melody is quite the costume maker. The poor dear is so swamped with orders that she has asked me to help her with my own tailoring skills. I’m on my way there now, I’m not sure how long the orders will take so I’m afraid I cannot join you this evening either, Twilight. My apologies, But I’m so glad I ran into you all. Tell me, have you all picked out your costumes for tonight?”

“Ta tell the truth, I’ve been so gung ho helping out with the prep work, I plum forgot ta find a costume.”

“Darling! You simply must hurry then. As I said Clover is so overrun with orders if you don’t get there soon you might not get a costume for this evening.”

“Alright, alright. Say Twi sugar, since it’s jus’ goin’ ta be us two tonight why don’t the two of us mosey on over together? That is if ya haven’t already found a costume, of course.”

“Twilight, already ha-Yeow!” Spike yelped as Twilight stepped on his tail.

“Oh, Spike I’m sorry. I didn’t see your tail there. Are you okay?”

“Well, it still hu-”

“Yes, well I am very sorry.” She gave Spike a cursory pat on the head. Then she whipped around to Applejack. “Anyway, Applejack, I haven’t really picked one yet. I just have a few ideas, so I’d be happy to pick one out with you.”

“Alrighty then, it’s ah date, sug”

“Yeah,” Twilight chuckled slightly, “A date” She whispered. As she started to feel her cheeks heat up she began to study a small pebble on the ground with utmost attention.

“Alright darling, and what of the rest of you? Do you have your costumes?”

“Yeah, I’m going as one of the Wonderbolts! I imagine everypony will think one of the real Wonderbolts came to Ponyville. In fact everypony might be so impressed that I get asked to join the real Wonderbolts!” Rainbow’s eye’s shone as big as saucers.

“Oooo, Oooo! Me next! Me next!” Again Pinkie was jumping excitedly. “At first I thought I would go as a zombie, then I thought I was mantacore last year, so maybe this year I should go funny or maybe cute or maybe like one that was like wow! So I thought maybe a bumblebee but then I was like yeah but too much yellow maybe a clown but Rainbow said no one would know it was a costume so I said I would go as Rainbow Dash but she said that would be weird so decided I would go as cupcake or maybe a cake or even a piece of toffee but then I thought yeah it’s Halloween it has to be scary so I thought a bat or maybe black cat then I thought of a really good song to sing on Halloween and Rainbow said I was taking to long to decide so I thought maybe a dinosaur! I mean how awesome right?”

“So you decided on a dinosaur, then?” Rarity asked quizzically.

“What!? Haahaha” Pinkie laughed hysterically. “A dinosaur! That’s silly. No I thought maybe a rock star! Thank you, thank you very much, uh-uh. But then Rainbow saw a tree and she said she thought that one was good because trees don’t talk! Heeehehee! Isn’t that funny?! So then I saw…”

“aarrgghh” Passing overhead of the pink pony Rainbow Dash made a theatrical show of collapsing on top of Pinkie Pie. If the earth pony felt the extra weight she didn’t show it as she smiled happily back at the smaller Pegasus pony. “Piiinnnkieee, you’re killing me, already! A Duck, okay!? She’s going as a duck.”

“Yah! Quack Quack!”

“Right, a… intriguing choice darling.” Pinkie nodded happily. “Um, yes how about the rest of you?”

“Umm I was thinking of Dracula costume, uhh, do you think that might look good on me?”

“Oh a vampire, darling? Well, I’m sure it would be just lovely, but you know I have just a darling little sailor outfit that I know would look so wonderful on you, Spike!”

“Sailor? Well, umm I’ll think about it. Hey what about you two, Fluttershy?” Spike tried deflecting.

“Oh, we were going in matching costumes.” Fluttershy glanced at Big Mac with a smile before returning her eyes to the ground.

“woo,” Rainbow Dash taunted.

“Oh! Darlings!” Rarity seemed almost giddy. “Tell me darling, what are you two going as?”

“Ah, well, I was… um going as a mommy bunnie and Macintosh was going as the baby.”

“More like a monster bunnie,” Rainbow Dash said. The other ponies couldn’t resist a snicker at Rainbow’s comment. Big Mac blushed.

“King Kong Bunnie! Raarrr!” The ponies chuckled at Pinkie’s impression of a giant killer rabbit. Big Mac seemed to get more red than ponily possible.

“Stop it.” Fluttershy stepped forward. “….please. I think Macintosh looks very…cute.” She blushed as her eyes meet Big Mac’s. She quickly looked away. “If you don’t want to wear the bunnie costume I understand. I would feel just awful if I made you think you had to.”

“Nope, I like the costumes.” He lowered his head to find her gaze. “I don’t feel like I have ta wear it. So, don’t feel bad.” He nuzzled his head against Fluttershy’s. She lifted her head to look at him with a bit of uncertainty. He smiled, “I like it best when ya smile, anyway.” She blushed, but again there was a wide smile on her face.

“..oh.. Okay.”

“Argh,” Rainbow was still draped across Pinkie’s back. “Enough with the mushy stuff.” With a flash of her wings Rainbow flipped off Pinkie’s back, and hovered a few feet off the ground once again. “C’mon Pinks we got to get to the joke shop. See you guys.” She said as she headed off.

“Alrighty! See you laters, Alligators. Hehehe. Hey! Rainbow wait up!” Pinkie started off after Rainbow Dash.

“Well darlings, I really must be on my way as well.” Rarity turned to leave but looked back. “Oh, and Fluttershy? I’ll let you go tonight dear, But I expect you tomorrow at my boutique for a little girl talk.”

“Oh my.” Fluttershy squeaked.

Rarity smiled as she walked away. “Have fun tonight, darlings.”

“See you”

“Bye” Applejack turned to Twilight. “Alright, Twi. I got some stuff to finish up on tha farm. Shouldn’t take long. How ‘bout I swing around the library when I’m done an’ pick ya up, sugar?”

“Yes Alright. That sounds good, AJ. It’s a ..uh…date.” Twilight smiled.

“Okay, I won’t be long.” Applejack turned to leave.

“I’m gonna help, I’ll come around yer place to get you.”

“Okay, I’ll make some lunch.” Fluttershy looked a little nervous as she flew up, making herself level with Big Mac. She leaned in giving him a quick peck on the cheek. Before returning to the ground. Again Big Mac was blushing.

“eYup.” He swallowed

           “Okay, how about this one?”

            “It’s too long, you’ll trip on it.”

            “No I won-ahh!” Spike exclaimed as he tripped over the cape, when he had prepared to flare it out in a dramatic display. “Fine.” He grumbled as he retreated back to the dressing rooms.

            Applejack was chuckling slightly. “Well sugarcube, we better start looking too. Ya got any ideas?”

“I was thinking,” Twilight felt her heart speed up a little. “Maybe since it’s just going to be us tonight we should get complementary costumes. Like a theme you know? I mean…” She trailed off, a little unsure.

            “Yeah, Good thinking Twilight. I like it.”

            Twilight smiled. “You do, Really?”

“Well ah course, hon. You got anything in mind?”  

“Umm, how about something like Romeo and Juliet? Or Laurel and Harding?”    

“Well, wallop my whiskers. I think I got ah idea.” Twilight turned to see where Applejack was looking. There was a cowpony costume. It had a vest patterned to look like a jersey cow, red boots with plastic spurs, denims and chaps even a holster. “haha, You gotta wear that one, sugar. It’s too good.” Applejack got the costume down and practically pushed both it and Twilight into a dressing room. After a few minutes Twilight came out.

            “Well, umm. What do think?” Twilight blushed. She adjusted the cheap red felt hat that came with costume.

            Applejack paced around Twilight looking her over. “That’s the one. You look good in that, sug. Shucks, looks like ya was born for it.” Twilight smiled. “’Cept…”

            “What? Is something wrong? Did I put it on wrong? I thought I did it right.”

            “Naw, nothing like that sugarcube, just,” Applejack pulled the hat off Twilight’s head and gave it toss. “No respectable cowpony would ever wear a cheap hat like that.” Applejack thought for a moment. “Ahh, here we go.” With that she took off her own hat and placed it on Twilight. “Now you look like tha real deal. Like one of the Apple family.” She threw her hoof around Twilight’s shoulder.

            Again Twilight felt her heart was beating harder. “Thanks”

            “Now, lookie here sugar, a cowpony’s hat is very important. It’s like a piece of themselves. Their  very hearts are part of ‘em. Any cowpony worth their salt has at least one good hat like that. If not, well, they ain’t a real cowpony at all.”

            “Oh, then are you sure it’s okay I wear it then? I don’t want to..”

            “Shoot, don’t be silly, sugarcube.” Applejack interrupted. “I told ya, that hat’s part of me. If I didn’t want’cha ta wear it I wouldn’t have put it on ya to begin with.” Applejack smiled at her. “Now, ol’ Applejack is goin’ ta give ya a lesson in wearing a hat like a real cowpony.” Applejack said as she turned them to face a mirror. “You can tell everything ya need to about a pony by the way they wear their hat. Now ya wear it back on yer head, tilted up and it means you’re a happy friendly sort.”

            Twilight chuckled as Applejack adjusted the hat. “Pinkie Pie”

            “Sure shooting, sugar, sure shooting. Ya wear it down on yer head, tilted to the side, well that means you’re raring for a challenge or fight. Which ever ya find first.”

            “Rainbow Dash.” Again Twilight chuckled as she looked at herself in the mirror.

            Applejack laughed and shook her head. “Right as rain, sug. Ya wear it straight and pushed down far,” Applejack pushed the hat down nearly over her eyes. “Well, that means look out. Somepony sees you on the street they best step ta the side. You’re locked, loaded and ready to fire on anypony that gets in yer way.”

            “Gilda,” Twilight said a little glumly.

            “Well,” Applejack pulled the hat back a little. “No denying the truth. But you sugarcube, you need ta wear it like this.” Applejack adjusted the hat square on her head, just behind her horn, pulled just a little low.

            “And what does this say about me?” Twilight smiled and turned to Applejack.

            “It means you’re dependable, smart, prepared. Just an all ‘round good pony to know.” Applejack returned the smile and gave Twilight’s forehead a brief nuzzle with her own.

            Twilight seemed frozen in place for a brief moment, but she quickly recovered as she felt heat rush into her cheeks. “Yes, umm… Thanks, thank you.” She seemed incapable of meeting Applejack’s gaze. “Oh! We have to find you a costume AJ.”

            “I reckon so. Any ideas Twi? I could go as a cowpony too, I suppose.”

            Twilight wrinkled her brow as she thought. “Ah! I have an idea!” With that she took off down the row of costumes and disappeared.

            “Sugar? Where ya goin’? Wait for me.” Applejack took off after the violet pony. “Twi?”

            “Here it is. I knew I saw it someplace.” Twilight seemed ready to squeal in delight. “Over here AJ.” Applejack trotted over beside her. “Well what do you think?”

            “Just where are you look…” Applejack’s eye caught a black and white piece of cloth. “Oh, heehee, I see.” Applejack chuckled. “Good thinkin’ sugar. A cow. I like it.”

            “Really? I just thought the two might look good together.”

            “Sure do. The two of us will be like a regular rodeo pair. I’m goin’ ta go try it on. Be right back” Applejack picked up the costume and headed for the dressing rooms. Twilight followed after her, and waited outside the door. After a some shuffling Applejack emerged from the little room. “Well, whaddya’all think?” She turned to left then to the right. Twilight reached out and pulled up the hood on the costume. Twilight smirked as she helped Applejack put her ears through.

            “You look really cute in it, AJ.” She thought she saw Applejack blush slightly. Twilight gave the costume’s horn a teasing flick. If Applejack wasn’t blushing before, she definitely was now. It was strange to see Applejack flustered. I was like that time she finally excepted help with her apple bucking. Twilight decided she liked seeing her like this, on occasion at least.

            Applejack cleared her throat, “There’s still time until the festival starts. Ya want ta head over to Sweet Apple Acres? I could whip us up some lunch.”

            Twilight nodded. “Sounds good.”

            “Alright,” Applejack smiled. “Lets get outta these. After we get ‘em rung up we can head out.” They both headed into the dressing rooms. Twilight took slightly longer to get out of the costume than she did getting in. She seemed to keep fumbling every button, every clasp, every buckle.  When she emerged Applejack was there waiting on her. “Ya ready ta go, Twilight?”

            “Yeah, lets.” The two began walking to the front side by side. Each carrying her respective costume.

            “AHH, HMM.”

            Suddenly the relaxed atmosphere the two were enjoying was interrupted. They both turned to see a short green and purple dragon.

            Oh! Spike.”

            “Just decided to go off without me, huh? Nice to know what my friendship means to you two.”

            “No, no. It wasn’t like that at all, Spike. Ahha.” Twilight nervously laughed.

            “Yeah,” Applejack tried to jump to the rescue. “We was jus’ goin’ out ta get a bite ta eat, that’s all.” Applejack gave an unsteady chuckle.

            “Yeah, something to eat without me.” Spike crossed his arms and stared down his nose at them. Twilight looked over to Applejack, her face betrayed a little look of panic. Applejack returned the look then sighed. Looking a little forlorn she looked down to Spike.

            “We’re mighty sorry Spike. We didn’t mean ta forget or nothing’. We jus’ kinda lost ourselves I reckon.”

            “Yes, we’re sorry Spike. We didn’t do it on purpose. We just got caught up looking at costumes and having fun-”

            “Without me.” Spike interjected.

            “Well, yes, but that wasn’t why we were having fun or anything. And we didn’t mean to leave you behind. It’s just we thought we could find a costume while you were busy changing and everything. So we just started to browse and , uh, ah.” Twilight’s head sunk down.

            “We’re sorry Spike.” Twilight and Applejack said in unison.

            “Aah, that’s okay. Really I was just screwing with you anyway.” Spike smiled.

            “What?!” Twilight seemed less than composed.

           “Well see, after you two ditched me.” Spike emphasized the ‘ditched’. Applejack and Twilight gave a nervous chortle. “I happened to run into Snails and Snips. They wanted me to hang with them. Now if you guys had actually wanted to hangout with me, and hadn’t ditched me,” Again Spike emphasized. “I would have told them no. I kinda figure though, I probably should stick with ‘em. You know, keep them from causing any more near disasters. I mean just to keep everyone safe, of course.”

            “Of course,” Applejack gave a chuckle.

            “King of the morons, huh Spike?” Twilight smirked.

            “Exactly!” Spike smiled confidently. “Wait…” He thought for a moment. “HEY!” Spike shouted.

            The ponies broke out in laughter. “Alright Spike. Have fun tonight. Stay out of trouble.”

            “Hey don’t worry about me. I’ll keep those two in line.” Spike gave a wave as he hurried to meet back up with Snails and Snips.

            “So, got anything yer hankering for, Twilight?”

            “You mean ta tell me, ya ain’t never tried eggplant parmesaen?” Applejack seemed skeptical.

            Twilight chuckled again. “I swear, AJ, I’ve never tried it.” She leaned forward to gaze at the picture on the wall above the table. It seemed to be a young Granny Smith.

            “Land sakes. Not even in a big place like Canterlot?” Applejack sat out two glasses.

            “Well, honestly, in Canterlot I was usually holed up in my room or the library. Most often Spike had to remind me it was meal time. I didn’t want to stop so I would just have something simple like a daisy sandwich.”

            “Alright, but what do ya do for lunch now? Ponyville is full of fresh ingredients. Ya gotta make yerself something good, right? I’m sure ya probably read a cookbook or two, am I right?”

            “Umm…hehe.” Twilight gave a nervous laugh.

            Applejack gave her a glare over shoulder. “Out with it girl”

            “I do go to a café or restaurant quite a lot.” There was a fake smile plastered on her face.

            “Uh-huh. And wha’cha ya’ll order?” Applejack wasn’t buying it.

            Twilight shrunk down in her chair. Ducking her head she answered, “A daisy sandwich.”

            “I knew it!” Applejack put down her cooking and stomped over to Twilight. “Sam hill, Twi!” She gave Twilight a look that would make even Pinkie pause.  “Ain’t no wonder ya nothing but a wisp of ah thing. Ya can’t eat like that. I bet ya ain’t had a good meal sense the Apple family reunion.”  Her expression softened. She turned and headed back to the counter. “That decides it. You’ll just come over here at least three times a week for dinner. Get something hot in that belly. Fill ya out like you should be, sugarcube.”

            “Thank you, Applejack.” Twilight reddened slightly. “But I couldn’t possibly. It would be far too much of an imposition for you.”

            “Nope,” Applejack picked up the tray holding the plates and brought it over to the table. She lightly butted her head against Twilight’s; who blinked in surprise. “Won’t take no for an answer, honey.” Leaving her head against Twilight’s, she giggled and turned the head butt into a nuzzle. “Give it up sugar. You an’ I both know how stubborn I can be when I want ta.” Pulling away she playfully ruffled up Twilight’s mane.

            “O-Okay,” Twilight squeaked out as she attempted to straighten out her mane. She glanced at the smiling pony sitting next to her, but she found herself quickly looking away. “I guess I have no choice but to take you up on your generous offer, AJ.” Twilight smiled, and again looked over at Applejack. This time she had no trouble, in fact, for just a moment she felt as if she forgot who she was as she stared at her friend. “Thank you.”

            “Think nothing of it, sugar.” Applejack looked down at her plate. “I’m really looking forward ta seein’ ya some more.”  She could feel her cheeks heating up. Probably from having her face so close to the heat coming off her plate. She thought to herself.

            Now Twilight looked down at her plate. She could feel her cheeks heating up as well. “Hmm,” She nodded her head. “I do too…I mean in reverse… with you. I mean… I’m looking forward to spending more time together as well.”

            “Good,” Applejack nodded her head. “I know a lot of good recipes. Granny Smith taught me jus’ ‘bout all she knows. Hehe.” She chuckled. “I can show ya ‘round the place too. The Apple family’s been livin’ ‘round these parts for generations. Shoot, this ol’ house didn’t start out as much more’n ah little shack. Each generation just adds ah little more to it. I’m adding a new cellar out by the barn.”

            “Really?” Twilight looked out around her. “But Sweet Apple Acres is so big and beautiful. It must have taken a while if each generation only added a little piece.”

            “Sure shootin’ sugarcube.” Applejack smiled as she nodded. “Had plenty ah time, the Apple family was one of the founding families of Ponyville.”

            “Amazing. Records of the town’s founding.” Twilight seemed lost in her own little world. “Do you think the library would have any records dating back that far? Any of the old town records would be so interesting to read. Maybe I could even find some first hoof accounts. Ahh!” Twilight gasped. “Do you have any old family records? Could I see them? Please!” She seemed ready to leap the table as she grasped Applejack’s hoof.

            Applejack laughed. The pleading look on Twilight’s face looked like a little kid begging for more candy. “Alright, alright Twilight. When ya come over for supper we’ll look through the attic an’ everything. I know we got some real ol’ photo albums up there.”

            “Thank you AJ! Thank you. I know it will be just so much fun.” Twilight was beaming from ear to ear. Applejack smiled and felt her chest swell slightly knowing she inspired such a look in Twilight.

            “Aarrgghh!” Twilight grumbled. “One more time.” She tossed another coin on the counter. The young pony looked a little startled as Twilight began to grind her teeth; but complied none the less and laid three more balls on the counter in front of her. Twilight picked up the first ball and reared back. “Come on” She growled as she threw the ball with all her might. The ball took off like a shot and…hit the back curtain harmlessly. “Aarrgghh!” Twilight stomped her hoof.

            “Twi, sweetie?” Applejack stepped up next to her. “Here, let me give ya some advice. Put yer back hooves like this.” Applejack was crouched down pushing Twilight’s back legs. “There ya go. And when ya release follow yer leg through.”


            “Like this.” Twilight turned her head to watch, careful not to move her back legs, as Applejack mimed out the motion.

            “Alright.” Twilight picked up the next ball. Reared back and released. The ball nicked the top bottled. Twilight and Applejack both held their breath. The bottle tipped. Right, left, right…then it slowed it’s sway and stayed on top. “I can’t do this! It’s impossible!”

            “Now, now.” Applejack soothed. “Just where are ya aimin’ for, sugar?”

            “The bottles.” Twilight looked slightly annoyed. “Where else would I be aiming?”

            “No, hon. I mean, where at the stack of bottles?”

           “Oh,” Twilight looked a little sheepish. “Right at the middle of the stack.”

            “Okay. Now do jus’ like ya did, only this time aim at the bottom left corner.” Applejack smiled and handed her the last ball. Twilight looked a little doubtful. “Trust me. I won’t steer ya wrong.”

            “Alright,” Twilight placed her feet like Applejack had shown her. “Here,” Again Twilight reared back, taking aim at the bottom corner. “Goes,” Twilight let the ball fly, making sure to follow through. “Nothing!” The ball struck the stack square in the center. “I did it!” Twilight squealed as the bottles tumbled down.

            Applejack chuckled as she smiled, “Way ta go, Sugarcube. Nicely done.”

            Twilight had a broad smile as she nuzzled her head up against Applejack. “Thank you AJ. I would have never been able to knock over those stupid bottles without you.” Twilight felt the horn on the cow costume brush her as Applejack leaned her own head against her.

            “Glad ta help sweetheart.”

            “Congratulations! You knocked over all the bottles. You can pick either a large prize or two small prizes.” The pony working the stand interrupted.

            Applejack coughed and backed up from the contact. “There ya go Twilight. Ya better pick out your prize.”

            Twilight seemed a little sorry for the loss, and paused for a moment. “Yeah, right.” Twilight stepped over to the counter and began scanning the prizes. As it turned out a Ponyville Halloween celebration seemed to be a great deal like a street fair in Canterlot. The prizes seemed to be pretty standard as well. There were stuffed animals, toy balls, celebrity pictures. Twilight saw poses of the Wonderbolts and Sapphire Shores, Princess Celestia, even a few of Princess Luna. Then something in the small prizes caught her eye. They were pins of various designs. Animals, plants, slogans. Twilight saw what she wanted though, “Here, I want these two. The apple and the star.”

            “Sure,” The pony reached under the counter and retrieved the two pins. “Here you are, and thank you for playing.” He said with a smile.

            “Thank you.” Twilight politely responded as she and Applejack left the booth. “Since you helped me win AJ, I want you to have one and I’ll keep the other.”

            “Thank ya kindly, Twi, that’s mighty thoughtful of ya. But ya should keep yer prizes and enjoy them.”

            “But you see Applejack I picked this one out for you.” Twilight leaned forward and pinned the star on the front of Applejack’s costume. “And I get the apple.” Twilight smirked. “That way we can always match.” She said as she pinned the apple to the vest of her costume.

            “Hehe,” Applejack smiled as she threw her front leg over Twilight’s shoulder and pulled her into a hug. “I told ya, ya’ll were ah smart and thoughtful pony. Thank ya Twilight.” She pulled away and gave the pin a quick shine with her leg. “Where ya want ta go next, sugar?”

            “Well, we’ve already tried the dead pony game and bobbing for apples at SugarCubeCorner. We’ve been playing the midway games,” Twilight wrinkled her brow in thought for a moment. “How about we check out some of the rides?”

            “Alright, lets go.” Applejack wore a wide smile as she looked back, waiting for Twilight to catch up next to her.

            “Sure!” Twilight gave a quick dash and stood next to Applejack. The two laughed as they made their way to the rides, brushing sides along the way.

            The rides filled the streets on other side of the festival. Twilight and Applejack could see the Ferris wheel rolling along the horizon long before they made it to the first rides on the street. “Come on AJ!” Twilight laughed and gave a playful tug to Applejack’s hood as she headed for a teacup ride.

            “Alright, Alright,” Applejack chuckled and chased after Twilight.

            The two ponies spent a large portion of the night happily riding the amusements, laughing and talking. Enjoying each other’s uninterrupted company. Their tour of the rides had eventually let them to the Ferris wheel.

            “Ahh” Staring out the window as the gondola made it’s way to the top, Twilight gave a soft sigh. “This view reminds me of Canterlot. Up high in the towers, along the cliffs looking down, out into the world.”

            “Do you miss it?” Applejack asked softly.

            “Well, I grew up in Canterlot. I’m sure a part of me will always think of it as home, but,” Twilight turned and looked Applejack straight in the eye. “I think I feel most at home here. In Ponyville.”

Applejack smiled. Twilight returned the smile as she trotted over and sat next to her. “Everything seemed so crazy at first. Everything was so different from Canterlot. Like the whole town moved to a different beat then I knew. I kept feeling I was being left behind. But from the start you were always there waiting on me to catch up.” Twilight suddenly blushed. “You know… I mean, you and the others. Rarity, Rainbow Dash, Fluttershy and Pinkie. Hehe.” She chuckled. “You sure did throw me for a loop with that huge lunch when I first got here though.”

            Applejack sheepishly smiled. “Don’t tell the others. I’m not looking ta hurt anypony’s feelings, but… ya know… you… you, I think are my best friend Twilight. I think even then I felt it. Y’all was different from anypony I meet before.” She chuckled feeling a little embarrassed. “I guess, I jus’ couldn’t leave ya alone. I’m terrible sorry if I ever seemed like ah pest. I didn’t mean ta. I jus’ wanted ya ta look at me, I guess.” She caught Twilight’s eye. For a moment or two the ponies seemed fixated on each other. Suddenly without warning they both madly blushed and looked away.

            Twilight cleared her throat as she looked out the window to her side. “I never felt you were a pest.” She paused for a moment giving Applejack a quick glance before returning her gaze to the window. “You’re my best friend too, AJ.” She slid a little closer to the other pony. She could see Applejack’s reflection nodding in the glass.

            The rest of the ride was spent in silence. Even after the ride ended the two continued down the street a ways, both intently watching the ground, before something caught Twilight’s eye. “Hey, AJ look.” Twilight nudged her companion. “It’s a haunted house. How creative.”

            Applejack stiffened a little. “Oh, yeah? Want ta go get a bite ta eat?” Applejack tried to hurriedly walk past the attraction. “Are ya hungry? I tell ya, I sure am. My stomach’s jus’ rumbling away o’er here.”

            “AJ, whoa.” Twilight made a grab for the cow costume’s tail. “Since we’re already here why don’t we go through. Then we can go get something to eat. That way we don’t have to back track. Come on.” Twilight gave a little tug on the tail.

            “Yeah, that makes sense.” Applejack said meekly. “It’s done awful real like, ain’t it?” She said as she eyed the menacing ghouls decorating the outside.

            “It sure is. It looks great. I wonder who set it up.” Twilight was admiring the paper mache demon adorning the entrance. “Impeccable craftsmanship. Well let’s go!” Twilight pranced happily in.

            “Y-yeah.” Applejack tried to hold her knees steady. “lets go.” She trotted after the other pony.

            “Ewww, look at this. It’s so gruesome.” Twilight was eyeing a zombie. “haha. This is so great. I’ll have to tell Princess Celestia all about it, don’t you think AJ?” Twilight was meet with nothing but silence. “AJ?” Twilight turned around looking for her missing counterpart.                         “Applejack?” She finally saw her cowering down near a cardboard tombstone. “Applejack, what are you doing?”

            “Huh? Ohh- umm” Applejack sprang up quickly. “Jus’ admiring the craftsmanship like ya said Twilight. Yeah, yeah. Done real nice.” She grimaced slightly as she patted a foam slime monster on the head.

            “Oookay. Well, lets go further in.” Twilight set off down the corridor. “This is so much fun!” She sang out giddily.

            “Yeah, fun.” Applejack mumbled to herself. “Hey! Wait up, Twi!” Applejack took off after her as she progressed slowly farther and farther ahead.

            Twilight continued to study the macabre props. “I really am amazed at the level of quality here.” She reached out to a Frankenstein’s Pony. “I don’t think a professional outfit could have done much better.”

Applejack was watching the walls anxiously. Her eyes darting back and forth. She failed to notice Twilight had stopped to appreciate the monster. “Ahh,” Twilight exclaimed as Applejack ran into her.

            “EEEK!” Applejack squeaked as she tumbled backward. “Oh,” She sounded relieved. “Twilight.” She cleared her throat. “Mighty sorry there, sugar. I was jus’ a little caught up looking at the walls, ya know.” She laughed nervously.

            “AJ?” Twilight gave Applejack a sidelong glare.

            Applejack stared back, a little wide eyed. “Yeah, Twi?”

            Twilight persisted in her glare. “Are you okay? You’re acting a little…strange.”

            “Wha?” Applejack looked nervous. “What y’all talking about? I’m jus’ fine. Jus’ didn’t see ya there’s all.” Applejack forced a smile. “Now what was that ya was saying sugarcube? Something about professionals?”

            Twilight gave her one last glaring look over then relented. “I was just saying how professional everything looks. I would almost think I was in some big name theme park.”

            “Yup, sure shooting. Real life-like alright.” Applejack followed just a little closer to Twilight as they proceeded deeper in.

            “BLAH, BLAH!” A spring loaded demon sprang from the wall at them. Twilight pulled back a little.

            “Goodness,” She chuckled. “that certainly got my heart going. What about you AJ?” Again Twilight was meet with only silence. “AJ?” Twilight turned around. This time it was easy to spot Applejack. She was collapsed in the middle of the corridor. She tightly gripped the hood of her costume, pulling it as far down as she could. “Applejack! What happened? Are you okay?” Twilight rushed over to the other pony’s side.

            There was a few quite sniffles. “Twilight,” Applejack’s voice surprised Twilight. It seemed impossibly small. “I don’t think I can do this.”

            “Applejack? Are you…scared?” The idea almost seemed absurd to Twilight. Applejack had always been the bravest pony she had ever known. Could she really be scared of a haunted house, albeit a amazing one? Then again, she thought, Applejack was pretty superstitious. She did seem genuinely scared of Zecora being a witch. Her reactions to ghost stories were always very animated. It started to make a kind of weird sense. Maybe Applejack was scared of ghosts and such.

            Applejack looked up and nodded weakly. Twilight could see the faintest hint of a few tears welling up behind her emerald green eyes. It was easy to tell how embarrassed she was. Her cheeks were flushed a bright red. In spite of herself, Twilight could not suppress a few giggles and a smile. She immediately regretted it when she saw the hurt look on Applejack’s face.

            “Oh! No, no, sweetie.” Twilight crouched down next to her and nuzzled up to her cheek. “I wasn’t making fun of you. I really wasn’t. It’s just…well, you look so very cute. I just couldn’t help myself. It was like you were a little kitten for just a moment. I didn’t mean to hurt your feelings.” Twilight pulled the hood back so she could see Applejack’s face. “I really am sorry AJ.”

            Applejack tried to give a small smile. “It’s okay. I know it’s silly.”

            “umm-um” Twilight shook her head. “Not at all. We all have something we’re not good with. I don’t like all of Fluttershy’s creepy crawlies.”

            “Creepy crawlies?”

            “You know, like bats and spiders, snakes.” Twilight felt a shiver run up her spine. “ugh, just thinking about them gets me.” Applejack genuinely chuckled. “But, I wonder AJ, why does this stuff bother you? You’ve faced far worse in reality. Dragons, mantacores, rock slides. You never bat an eye. This stuff is all make believe.” Applejack looked a little downcast. Twilight nuzzled her again.

            “It’s all Big Mac’s fault.”

            “Big Mac?” That was unexpected.

            Applejack sighed. “When I was a little filly Big Mac liked ta tell me scary stories before I went ta bed. And… well, ever since I jus’ can’t handle all that zombie and mummy and black magic stuff. It’s like I’m that little pony again, back alone in mah bed. All the shadows and strange noises.”

            “What!?” Twilight sprang up. “That jerk. What’s wrong with him? When I get my hooves on him. Don’t worry AJ. I’ll teach him a lesson”

            “Whoa, now hon.” Applejack laughed. “I’m mighty grateful for the concern, sugarcube. But he didn’t mean nothin’ by it. He explained it all ta me eventually.”

            “What do you mean he didn’t mean anything by it? He intentionally scared you silly when you were just a little filly.”

            “Well, the thing is…” Applejack averted Twilight’s gaze. She gave a little sigh. “When I was little I kinda… well, I was kinda ah brother’s girl.” Applejack whispered the last part. Twilight suppressed a chortle. “I know, I know. Laugh it up.”

            A few chuckles escaped Twilight. “I’m sorry.” Twilight composed herself. “You just don’t seem the type.”

            “When I got to be a little older I started ta make my own friends. So I started hangin’ off Big Mac less and less.”

            “So he got jealous.” Twilight could see where this little story was headed. She smiled. It was actually pretty cute of both siblings.

            “Yeah, I guess he did. So he scared me so I’d go ta him ta be comforted.” Applejack sighed and shook her head. “The big idiot.” Twilight could see a slight smile on her face though.

            “Well, in that case I will forgive him.” Twilight acted high and mighty. Both ponies began to laugh. “You know AJ, Big Mac might not be here, but I am. I can at least protect you from cardboard monsters.” Twilight looked at the ground and gave a shrug. “If you want me to.”

            Applejack got a little wide eyed and began to look at the ground herself. “Alright, Twilight.” She stood up and stepped over toward Twilight. Twilight could see her legs were still a little shaky. Twilight walked over to stand side next her, brushing sides.

            “Here,” Twilight gave her mane a little flip. “Just hold on to a bit of my mane and close your eyes. I’ll lead us through.”

            “Hmmm.” Applejack nodded. Her face was little red but she complied.

            Twilight could feel her face growing hotter as she wordlessly lead the two of them through the haunted house. Walking together brushing sides as they were, she could feel Applejack stiffen the couple of times another prop made a canned moan or cackle. Soon though, they stood outside in the crisp air.

            “Okay, we’re out.” Twilight turned to smile at Applejack.

            Applejack could feel the air on her face and slowly opened her eyes. Her face was bright red. Twilight could easily see she looked very embarrassed. “Thank ya, kindly Twi.” She looked to the ground. “If ya could, umm… please, don’t tell the others.” Applejack looked back up to Twilight. “Old as I am, and still scared of such silly things. I don’t think I could face ‘em if anyponyelse knew.”

            “I won’t tell a soul AJ. But I wouldn’t worry or be ashamed. I don’t think any of our friends would think less of you and I already told you everypony has something they’re scared of.”

            “CONGRADULATIONS ON MAKING IT OUT ALIVE!” Three very load voices shouted in unison. “We hope you enjoyed the Cutie Mark Crusaders Haunted House Spectacular! Remember to vote for us for best vendor.” The voices continued, though in a slightly more subdued volume.

            “Applebloom?” Applejack pulled back a little in shock. “Y’all set this whole dangburn thing up? How’d ya’ll do something like this?”

            “Big Sis?” Applebloom looked surprised. “What in the world are ya doin’ here? I would ah never expected ya ta visit a haunted house.”

            Applejack froze. “What are ya talkin’ about lil’ sis? I just love haunted houses. Right Twilight?” Applejack began to laugh a little nervously.

            “Oh, Yes, very much.” Twilight smiled awkwardly and nodded her head vigorously.

            Sweetiebell and Scootaloo snickered. “No seriously,” Applebloom continued. “How’d ya get her in there Twilight? Usually she’d make up a whole heap ah excuses. Or even jus’ ditch ya and then pretend ya’ll got separated.”

            Applejack’s face looked a shade of red Twilight wasn’t sure she had ever seen before. “But… I mean… how could… you… Ahhhh.” Applejack collapsed to the ground again pulling the hood down as far as she could. “How did ya know? I didn’t think anyponyelse knew.”

            “Well your actions were the biggest give away, you know, whenever people told scary stories or Zecora came into town. You acted really scared.” Scootaloo chimed in.

            “Yeah, definitely your actions and umm, stuff.” Sweetiebell added.

            “What tha-” Applejack sprang up. “Ya mean ta say, y’all knew already?” Her eyes were wide.



            “No doubt.”

            “Not a one.”



            “Just a fact ta life.”

            “Birds fly, fish swim and Applejack’s scared of the supernatural.”


            “Like you said, fact of life.”

            “Girls, Girls.” Twilight could almost see their comments piercing Applejack’s ego as she sunk lower and lower to the ground. “I think we get it girls.”

            “Frankly Twilight, I’m a little surprised you’re only just now figuring it out. I thought you were supposed to be like a really smart smarty pants. Sure took you long enough, though.” Scootaloo gave a little snort.

            “hehe,” Twilight looked a little scary herself as she patted Scootaloo on the head, just a little roughly. “You little rascal you.” Twilight said through a very forced smile.

           “Yeah, I thought everypony in town knew.” Sweetiebell seemed a little confused.

           “Yup. They do.”

            Applejack collapsed again. “Every…everypony?” She whispered.

           “What did you just say, Applebloom?” Twilight forgot about Scootaloo and turned to Applejack’s little sister. “Everypony in town already knows?”

            “Yeah, ‘course. Most everypony in town’s known each other since for ever. So there ain’t ah lot of secrets.”

           “Oooooo” Applejack moaned. “They must all think I’m some kinda dandy! Somepony that can’t do nothin’ but shake in ‘er boots. Ooooooo.” She moaned again.

            “Wait,” Twilight trotted over and placed a hoof on her shoulder. “I think you’re looking at this all wrong AJ. This is actually a good thing.”

            “What ya say!?” Applejack sprang up glaring at Twilight.

            “Think about it AJ. Everypony knows but nopony’s changed what they thought of you. In fact, even better they all already knew, and still they came to the opinion you are one of the bravest most dependable ponies in all of Ponyville. In all of Equestria, I bet!”

            “Yeah, Yeah.” Applejack’s spirit’s quickly began to reinflate. “I didn’t think of it like that, sugarcube.” Applejack smiled happily. After a moment of consideration though, Applejack lost her smile and began to turn red again. “But it still means everypony knows, uhhh.” Applejack looked to the ground.

            Twilight couldn’t help but smile a little, even as Applejack’s pride continued to loose steam. “There, there.” Twilight comforted. Giving her a pat on the head and quick nuzzle. “It will look better tomorrow, AJ.” Twilight chuckled softly. “Still girls I was very impressed by your haunted house.” Twilight turned her attention to the young fillies. “Did you do all of it yourselves?”

            “Yup, sure did.”

            “I wrote the scary music that was playing in the haunted house.” Sweetiebell smiled.

            “We all came up with the scary monsters.”

            “And I helped Applebloom build it.” Scootaloo said confidently.

            Twilight smiled, the girls were on the right path. It wouldn’t be long before they realized what they were the best at. “Well you girls have my vote for the best vendor.” She turned her attention back to Applejack. “Come on AJ, let’s go get some fair food. It will cheer you up.” She gave Applejack a little push as she waved goodbye to the Cutie Mark Crusaders.  


            With a little cajoling from Twilight, Applejack was back in her proper spirits by the time they reached the vast sea of vendors selling sugary, salty, greasy and just all around not very healthy food and refreshment.

            “Golly,” Applejack exclaimed. “I think it’s bigger than it was last year.”

            “Wow, it is pretty big. Looks like there’s everything here.”

            “Yup, everything anypony could want and then some.” Applejack laughed.

            “You know I’m a little surprised you were free tonight. I was afraid you would be busy running a booth for Sweet Apple Acres.”

            Applejack gave a scratch to her nose. “Well, ta be completely honest,” she gave a little cough, “Sweet Apple Acres does have a booth set up. But Granny was kind enough ta say she’d watch for me.”

            “I’ll have to thank her later.” Twilight smiled. “I’m having a lot of fun tonight.” She looked over to her companion. Applejack beamed.

            “Me too, sugarcube. Even with the wounded pride, embarrassment and all.” Applejack rolled her eyes and smirked. Twilight laughed a little.

            “Come on let’s go see what all there is.” Twilight gave a little push against Applejack’s neck with her head. The two headed down the street. “Hey, there’s Mr. and Mrs. Cake.” Twilight motioned to a booth.

            “Howdy y’all.” Applejack called out as they approached the couple.

            “Why hello, girls.” Mr. Cake was dressed as a convict. “Are you two having a good time tonight?

            “Yes, a great time.” They answered nearly in unison. The Cakes’ grinned.

            “Can we interest you two in any mini cakes or dessert breads?” Mrs. Cake was dressed as a police officer. Twilight and Applejack looked over the booth.

            “Hmm, I’ll take ah piece of this here zucchini bread.” Mr. Cake began to cut a slice.

            “I’ll take a mini strawberry cake.” Mrs. Cake handed one over to Twilight. “It looks so delicious.” Twilight commented as she reached for her change.

            Applejack stepped in front of her. “I got it hon,” She laid a couple of coins on the counter. “Thank ya.”

            “You’re very welcome. You two have fun, okay?”

            “We will” Twilight smiled. She and Applejack munched on their treats as they passed familiar faces and talked.

A crackle came over the loudspeaker system that had been set up for the event, drawing several ponies’ (including their own) attention. There seemed to be a brief shuffle.

            “Attention everypony.” The voice boomed over the speaker.

            “Is that Spike?” Applejack turned to Twilight.

            “I think so. What’s he doing?”

            Spike continued over the loud speaker. “I’ve been asked by the Mayor to make an announceme-Oww! Hey! Get off. Go sit over there.” There was a pause and some more shuffling. “Ahem, I’ve been asked by the Mayor to make an announcement. After the festivities Miss Pinkie Pie and Miss Rainbow Dash will be hosting a all-night dance party at SugarCube Corner. Please come and enjoy the fun. That is all. Oh! And Twilight if you’re hearing me, I’m going to spend the night with Snips and Snails.”

            “We’re going to explore Everfree Forest!” said a jubilant second voice.

            “Shut up! Don’t tell them that,” came a third.

            “We’ll get in trouble, dummy.”

            Again there was some shuffling before the load speaker went dead. “Argh,” Twilight grumbled. “Somepony is going to have to teach that bunch of fools a lesson.”

            Applejack unsuccessfully tried to contain her snickers. “Don’t worry none. I figure Spike is more reliable than ya might think. I reckon he’ll keep’em outta too much trouble, sugarcube.”

            “Yeah, but you don’t live with him.” Twilight sighed. Applejack chuckled as she gave her a supportive pat on the shoulders.

            “Ya know the Sweet Apple Acres booth should be ‘round here some where. What say we go get a caramel apple? Should settle ya worry on down. We can say howdy ta Granny while we’re there.”

            “Sounds good to me AJ.”

            “I think it’s on down this way.” Applejack went to the end of the street and turned, Twilight followed close behind. Applejack glanced right and left a few times before she saw it. “There it is. Hey Granny!” She called out giving a wave.

            Granny Smith looked around a few times. “hmm? Wha? Oh, Applejack, and yer little friend.”

            “Good evening, Ma’am.” Twilight gave a little nod.

            “Mmm, polite little thing ain’t ya. Y’all that fancy smart pony from the capitol, ain’t ya?”

            Twilight stammered for just a moment, then gave an awkward smile. “Uh, Yes, yes. Ma’am. I am. I guess.”

            Granny gave a little grunt. “Jus’ call me Granny. Everypony does. An’ don’t smile like that, look like ya don’t have the sense Celestia gave ya”

            “Of course ma-Granny.”

            “Now, now. Be nice Granny. Twilight’s my good friend.” Applejack turned to Twilight, “Jus’ ignore her sugar. She got ah ornery streak a mile long.”

            “Watch yer mouth, young’en. Ya’ll ain’t to old for Granny ta put ov’r her knee.”

            “Alright, alright Granny. I’m sorry. Mighty so, okay?” She gave Twilight a wink and a smile.

            “Young’ens today. My day ya knew respect. Ya’d have a smart bottom if’en ya dared forget.” Granny grumbled a little to herself.

            “I know Granny.” She smiled and turned to Twilight. “What’cha like sugarcube?”

            Twilight turned form the grumbling old mare and looked over the Apple Family booth. They had just about every type of apple dessert and candy imaginable. There were tarts, pies, cakes, suckers, dried apples, caramelized apples, candy apples and of course caramel apples. “I’ll take a caramel apple, Thank you AJ.” Twilight smiled at her companion.

            Applejack handed over the confection. “Here ya go, and I think I’ll have a candy apple.” She smiled as she snatched one off the tray.

            “Here you go,” Twilight offered up some money.

            “Sweetheart, I didn’t take ya money before, do ya’ll really think I’d take it now?” She shook her head. Twilight blushed a little and returned the money to her pocket.

            “Thanks AJ.” She heard Granny mumbling something about eating up profits. Applejack rolled her eyes and started to take a bite of her candy apple.

            “Uhh, Twi? Sugar?” Applejack mumbled around the apple in her mouth. Twilight blinked. Applejack seemed impossibly close. She tasted something. Her senses awoke to the rich, slightly burnt flavor of the candy apple. She gasped and pulled back. It felt like her face was ready to burst into flames. She realized that as she saw Applejack bring the apple up to her lips, she had without any thought, brought her own lips forward. Twilight could still taste it on her lips.

            “I’m sorry, I didn’t…” Twilight didn’t know what to say. Her cheeks were bright red. It felt like the whole world had their eyes trained on her. Even though it seemed even Granny had grown bored with them as she softly snored from her chair. She looked a little to the left then right, but no answers were found there. She dared a glance at Applejack’s surprised face. She could feel a few tears gathering. Why did she do something so stupid?

            Applejack smiled a slight blush on her cheeks. “If’en ya’ll wanted a bite ya jus’ had ta ask sug. Here.” Applejack offered the apple.

            Twilight gave a nod and smiled. “umm,” Applejack had saved her, simply brushing off the whole incident. She tried to discreetly blink the tears from her eyes. She leaned forward taking a small bite. “It’s good.” She chuckled.

            Applejack nodded. “Let me have a bite ah yers.”

            “Oh!” Twilight gasped and quickly grabbed her apple holding it out to Applejack. “I’m sorry. Here.” Applejack took a little bite.

            “Ya kinda surprised me ah little back there,” Applejack tried to chuckle. Her face was getting red.

            Twilight’s face was the same. “I’m sorry. It just happened.” Twilight was afraid the tears might come back as she looked over to Applejack. “Do you think I’m weird?” She half whispered.

            “Shoot, ‘course not, sugarcube.” She scratched her head a little. “Nothing’s weird about ya.” She trailed off a little. “Jus’ caught me by surprise is all.” She gave Twilight’s forehead a little bump with her own. “Don’t cry, sugar.” She whispered into Twilight’s ear. Twilight’s eyes widened a little. Before she could respond a voice rang out.

            “Smith! Hey Smith, you wrinkled old nag.” An older mare, dressed as a harlequin was approaching them. Granny Smith startled awake and glared out to the voice.

            “How in sam hill, did you fit yer fat flanks in those tights, Pie?” Granny and the other mare continued to stare each other down. Twilight looked taken aback. Applejack simply shook her head as the two mares approached each other.

            “Hahaha, Where’s your costume, filly? It’s Halloween!” The mare called Pie laughed as the two of them hugged one another.

            “eh, I’m jus’ runnin’ the stand this year. No need ta make a dang fool of myself. Not anymore than I already do! Haha.” Granny cackled as she gave a playful jab to Pie’s ribs. Pie laughed with her.

            “I don’t know, filly. I think I got something up my saddle that will change your mind.”

            “Oh nelly, here it comes.” Granny smiled and winked at Twilight and Applejack.

            “Well no reason to let the kids have all the fun, right? So I set up my own after party. Out at the house.”

            Granny feigned indecision. “Got a lot ta do, I don’t know.”

            “I got the whole gang lined up,” Pie said sing songy. Granny continued to helm and haw. Though the smile on her face was impossible to miss. “Be just like all the old times.” Pie smiled as she nuzzled up to Granny.

            “Well, I reckon, I can’t let all that trouble go ta waste. Jus’ wouldn’t be right.” Granny grinned. “Say, how’s that granpony of yer’s Pie?” Granny changed the subject.

            “Well, finally got her a job.” She shook her head. “I’m afraid she might be causing more problems then she solves. What about all yours? That big stallion was one of yours, right?”

            “Yeah, Macintosh. Good colt, always has his head off in the clouds, but a good colt. I jus’ wish he’d hurry up and settle down. He ain’t getting any younger. An’ nopony ’ill want a broken down ol’plow horse”

            “Come on.” Applejack whispered. “Quick before Granny gets ta me, an’ we’re stuck here all night, listenin’ ta them jawin’ on.”

            “Right” Twilight smirked as they slipped into the crowd and escaped.

            They walked on eating their sweets. “Lets get us some cotton candy.” Applejack took a final bite of her candy apple and tossed her empty stick into a trash can.

            “There’s a stand.” Twilight took a another bite of her caramel apple as she pointed out a booth with colorful bags of fluff.

“Why, hello Derpy. How are you tonight?” Twilight asked as they approached.

            Derpy was dressed as a giant muffin. “Doing good, captain.” She smiled. “Want some puffy sugar?”

            “Sounds mighty good.” Applejack stepped up to the counter.

            “Eh-eh-eh,” Twilight bumped in front. “You’ve already treated me to so much. This time it’s my treat. I insist.” Twilight grinned as she gave Applejack a playful swipe with her tail.

            “Righty-o” Derpy exclaimed as she took the money. “Pick out your flavor. We have pink and blue. Green, purple and yellow.” Derpy looked slightly concerned. “I sure hope it’s lemon.”

            “I think we’ll play it safe and take a blueberry.” Twilight chuckled. “Is that alright with you?” Twilight turned to Applejack.

            “Suits me jus’ fine, darlin’.”

            Taking their colorful puffy sugar, they thanked Derpy and continued on. The two were in high spirits when a soft voice called out to them.

            “Um, excuse me.”

            “Huh?” Not sure if she heard something Applejack turned around. “Why, howdy Fluttershy, Big Mac. How ya’ll doing? Not causin’ trouble now are ya?” Applejack chuckled.

            Fluttershy blushed slightly. “oh, no, no. We just saw you in the crowd and wanted to say hello.”


            “Hey guys, have you had fun tonight?” Twilight asked.

            “Oh, yes. Tonight has been just wonderful.” Fluttershy was blushing but she had a wide smile nonetheless.

            “eYup.” Big Mac added.

            “Are you guys going to Pinkie’s party, too? We think it will be so much fun.” Fluttershy asked.

            Applejack looked to Twilight. Silently asking. “Well, it sounds like fun to me.” Twilight said with a slight shrug.

            “Alrighty then, we’ll see y’all there, then.” Applejack smiled.


            “Oh!” Applejack exclaimed. “Umm,” She looked to Big Mac a little despondently. “Granny and Mrs. Pie are goin’ out ta party together. Got their whole gang with ‘em.”

            “Aargh. Celestia.” Big Mac groaned. “Alright, but ya remember now, if she ain’t back in three days it’s yer turn ta hunt her down.”

            “I know, I know.” Both Twilight and Fluttershy seemed confused by the sibling’s conversation, but neither questioned any further. “Jus’ wanted ta give ya a heads up.” Applejack continued. “Anyway y’all have fun tonight. Reckon we’ll see ya at the party.”

            “eYup” Big Mac nodded.

            “Thank you, you two have fun as well.” Fluttershy smiled and turned to leave with Big Mac.

            Twilight and Applejack continued on their way. Twilight looked over at Applejack quizzically. Applejack continued on, oblivious. Twilight cleared her throat a little and made it a point to give Applejack a stare. “Hmm?, oh sorry. Want sum?” Applejack handed over the cotton candy.

            Twilight couldn’t keep herself from asking any longer as she and Applejack continued on their way. “Okay, I got to know. What was all that about?”

            “All what sugarcube?” Applejack looked at her blankly.

            “That. You know, about Granny and hunting her down after three days. I mean, come on. That was kinda…unusual, right?” Twilight didn’t have a lot of experience with friends and their relations. Still talking about hunting down grandmothers after they’ve been missing for three days, that couldn’t be normal.

            “Oh, that. Well,” Applejack gave a sigh. “ya see when Granny was younger, now I ain’t proud of it or anything, but I guess she was known ta be a little wild and carefree. And Mrs. Pie and her was best friends. Got inta all kinds of trouble the way all the ol’ timers tell it. So sometimes, jus’ sometimes mind ya, when her and Mrs. Pie get ta together and get ta partying…” Applejack paused looking a little embarrassed. “She gets a little loose in her head and starts out lookin’ ta make mischief all over again.”

            Twilight was listening intently, wide eyed. “No way. Are you serious?”

            “Yup, last time she took off it took Big Mac nearly a month ta find her. She had gone all the way out to Fillydelphia. Started up some kinda hippie commune. Or sumthin’.” Applejack sighed and shook her head. There was a short snorkel as Twilight tried to restrict her laughter.

            She failed. Twilight collapsed on the ground with laughter. “I sorry, I don’t mean to laugh.” She finally breathed out between peals of laughter. Applejack gave a chuckle herself, as she rolled her eyes and gave her head another shake.

            “Don’t worry none. I know how it sounds.” She gave airy sigh. “I gotta tell ya though, Granny jus’ about runs poor Big Mac and me ragged sometimes.”

            Twilight gave a contented sigh and leisurely wiped her eyes. “Just think how much trouble she’ll cause once you get her hip fixed up!” Twilight, barely able to finish, cracked herself up at her own joke. Again she collapsed in a fit of giggles. Applejack shook her head once again.

            “Alright funny filly, hardy har har.” Applejack gave a push to Twilight’s rear to get her standing. “Let’s get goin’. Still a lot ta see tonight.”

            Twilight contained her laughter, and composed herself. “I’m sorry AJ. I don’t mean to make fun. It’s just so…funny. I mean,” Twilight stammered. “you would never stop to think of something like that.” There was a little pause. “Are you mad at me?”

            “Nah, course not sugarcube. Like I told ya, I know how funny it sounds. The ol’ gal’s something else, I tell ya what.” Applejack smirked. “I’d probably be laughing myself, ifen it was Big Mac’s turn.”

            Twilight gave Applejack a devilish grin. “Ahh, I’m learning so much about the Apple family today.” Twilight began to tease. “Sibling complexes, phobias, sordid pasts. I sure wish I was better at keeping secrets.” Twilight brushed past Applejack as she sustained her repartee. “Maybe it would help if I had some sort of incentive to keep quiet.”

            “Incentive, huh?” This time it was Applejack who wore a devilish grin. As Twilight passed by her Applejack gave a playful nip to her flank.

            “Aaah!” Twilight gasped and turned a little red.

            Applejack gave a hearty chuckle. “How’s that for incentive?” She chuckled again at the surprise on Twilight’s face.

            Twilight’s surprise quickly turned to a puckish tone. “I’ll get you for that AJ.”

            Applejack smirked. “Ya think y’all is up for it sweetheart? After all I am the best athlete in Ponyville. I’d sure hate ta see ya hurt yaself.” Applejack gave Twilight a mischievous brush with her tail.

            “Oh, don’t worry,” Twilight smirked “I’ll make you say uncle.”

            “mmm, well,” Applejack feigned disinterest. “Gotta catch me first!” She suddenly and with out warning turned and took off through the street, with a laugh. Applejack broke from the crowds at the festival. She slowed from time to time to give Twilight a chance to catch up. The look of determination on Twilight’s face made Applejack smile. As she wound around back streets and rarely used hoof-paths it abruptly accrued to her that they had run quite a way from the festival. The area seemed completely deserted. She stopped to take stock of the surroundings. She had failed though, to take into account just how close she had allowed Twilight to get.

            With Applejack’s unexpected stop, Twilight unintentionally slammed into her. The two topped and rolled along the ground end over end for a good distance. They ended up collapsed in a tangled amalgamation. “Nggh, Twi? Ya okay sugar?” Applejack grunted a little as she lifted her head to look at Twilight.

            “Yeah,” Twilight lifted her head. “Are you okay Applejack?” She turned to look Applejack in the eyes.

            “No worries, sugarcube. I feel peachy keen. Ooh,” She gave a airy sigh as she let her head drop back to the ground. “Twi?”

            “Yeah?” Twilight was trying to untangle herself from Applejack and sit up.


            The two of them erupted in laughter. Twilight sighed contently as she composed herself. She let her head drop down to rest on Applejack’s chest. They were both breathing heavy from the run, and Applejack’s heart was beating loud and strong. Twilight listened to rhythm. It was almost hypnotic. The steady beat, the rise and fall of Applejack’s chest. She closed her eyes for moment.

            Applejack felt her heart speed up as Twilight laid her head against her chest. Applejack began to lift her foreleg but thought better of it and let it back down. She leaned her head in and caught a wiff of Twilight’s shampoo. It was fruity and pleasant. She saw Twilight close her eyes. Applejack lifted her foreleg again. She gulped just a little as she placed her leg across Twilight. She startled slightly as Twilight shifted her weight, but Twilight didn’t seem uncomfortable as she settled back down. Applejack slowly brought her other foreleg around Twilight.

            It was so warm. Twilight shifted to hear Applejack’s heartbeat better. The steady pulse was growing stronger and a little unsteady. Twilight felt so relaxed she thought she could almost go to sleep. Though strangely, Twilight noted to herself, at the same time she had a distressed feeling in her gut. The kind of feeling you get when you go over a rise on a rollercoaster. The warring mind-sets felt disarming. She needed to be closer to Applejack. She didn’t know why, but something told her that it was the only way to rid herself of this distress. Applejack was her best friend, and Applejack had said she was hers, she was physically laying on top of her for goodness sakes. Still she needed more.

            “Applejack?” Applejack could barely hear Twilight’s soft mutter.

            “Yea, Twilight?” Applejack looked at the top of the head that was laying on her chest.

            Twilight lifted her head and looked at Applejack. Her cheeks were flush. “Applejack,” Her voice was soft and Applejack could hear the need and want in it. “I don’t know, I don’t know what I should do, Applejack.” Twilight pleaded. Applejack stared wide eyed and mesmerized at her. It felt like her chest would explode, her heart was beating so hard. Her head felt jumbled, like all of her thoughts were mixing together and making a mess. She thought she saw a tear come to Twilight’s eye. She reached up to gently brush it away.

            “App-” Twilight was cut off as Applejack brought her lips over Twilight’s. Her eye’s grew large, her mind went blank. It was like she couldn’t even remember who she was anymore. She desperately tried to think of something, anything. Just to reassure herself she was still herself. The warm, soft feeling increased as Applejack opened her mouth and pressed harder against her. Out of the blue a thought appeared in Twilight’s head. The distressful feeling was gone. It had simply vanished. Replaced by a new feeling in her stomach. A heat, so hot Twilight briefly thought it might consume her, had taken it’s place. It felt okay now that she seemed to be forgetting who she was. She closed her eyes and opened her mouth as she felt Applejack’s tongue pressing against her lips.

            The fog in Applejack’s head began to clear. Slowly she began to register the flavor of sugar and caramel. She could feel something hot and slippery and firm moving with her tongue. In the mess of her jumbled thoughts one lone little thought keep running undeterred through her head. She had ruined it all. Something she held most precious, destroyed for her want. However the pleasure pulsing all over her body made it hard to single in on the thought; and Applejack was reluctant to refuse even a microsecond of this glorious pleasure but the thought would not be denied. She grasped at the elusive thought.

            Applejack’s eyes shot open and she tore away from the contact. Twilight gasped a lung full of air and looked at Applejack quizzically. Applejack tried to chuckle as she pushed Twilight back and scramble out from under her, but it only sounded strange and sickly.

            “AJ?” Twilight wanted more. Why was Applejack pulling away now?

            “Sorry about all that su-Twilight.” Twilight stared into Applejack’s eyes. Was AJ regretting what she had done? Applejack quickly looked away. “That was kinda weird, huh? Guess I jus’ got kinda caught up in all the…hehe” She tried to chuckle again to cover the fact she didn’t know what to say to put everything back the way it was. Her forced laugh faired no better this second time.

“Ya’ll jus’ like ah another sister ta me ya know?” Pain slid across her face for just a moment as Twilight continued to bore into her with her eyes. “Yeah, haha,” She scratched her head. “Ah sister, I jus’ got carried away, what with all the drama and what not ta-night.”

            “AJ,” Twilight sighed. “You don’t think of me as a little sister. If that’s how you kiss your sister then you really do have problems.”

            “Well, uhh.” Applejack was turning red. “What I mean was…” Twilight winked out and reappeared right in front of her. “whoa!” Applejack reared back.

            “Do you like spending time with me AJ?”

           “Well,” Applejack looked to the ground. “Yea”

            Twilight pushed in closer. “Did you have fun with me tonight?”

            “Yea.” Applejack turned to hide her face. It didn’t do her any good. Twilight winked out again and once more appeared in front of her.

            “Did you like kissing me?”

            Applejack was getting redder, she pulled the hood on the costume down a little. “That is…Yeah, I liked it.” She answered barely above a whisper.

            Twilight smiled. “Good I liked it too. Now,” She switched back to business. “what if I were Pinkie?”

            “Huh?” Applejack looked confused.

            “Or Rainbow, or Fluttershy? Or Big Mac or Applebloom?” Twilight pressed closer still. “Would you have kissed any of them, or anyponyelse?”

            Applejack took a step back and looked away, “Well,” She shot Twilight a quick glance. “I don’t reckon”

            “Applejack,” Twilight nuzzled her head against Applejack. Her tone had softened. “Whenever I’m not with you AJ, you’re always in the back of my head. Some part of me is always waiting to see you coming, to hear your voice.” Applejack closed her eyes. She swallowed hard. Twilight rested her head against Applejack’s neck. She was silent for moment. When she continued her voice wasn’t much more than a whisper. “Do you feel the same way when I’m not with you?”

            Applejack leaned in little. “When… when ya ain’t around seems like all I get done is look over mah shoulder for ya.”

            Twilight smiled against Applejack’s neck and nuzzled in a little more. “Whenever I’m with you AJ it’s scary.” Applejack confused, tilted her head to try to look down at the other pony. “I’m overtaken with greed. I always want more and more from you. I’m afraid I’ll consume all of you. I want more smiles, more laughter, more kindness, more sweetness,” She chuckled. “More silly pride, more of everything you are. I want you to touch me more, to hug me more, to nuzzle with me more,” Applejack thought there was a slight pause. “I want you to kiss me more.” Twilight was glad Applejack couldn’t see the blush in her cheeks.

            Applejack was blushing madly now. “I um… I know what ya’ll are talkin’ ‘bout.” She gulped. “I always want ta see ya smile at me. Ta rely on me.” She cleared her throat. “And, uh the kissing and stuff is mighty fine too.”

            Twilight pulled back and looked Applejack straight in the eyes. “AJ, I love you. I love you differently then I love anyponyelse. Any of our friends, my family, Princess Celestia. You are the only one I love this way. I would sacrifice anything, take anything if it were for you. Tell me Applejack. Do you love me in the same way?”

            “Yes,” Applejack held Twilight’s gaze. “I love ya the same as ya’ll love me. And I wish I was good with fancy words and everything so I could tell ya how impossibly much I do. But all I can do is tell ya I will always be at yer side, if ya’ll will let me. And ummm…” Applejack looked to the side. “I don’t mind ya’ll consuming all of me.”

            Twilight laughed and leaned in to kiss her. Applejack was happy to accommodate her. Twilight pressed in closer to Applejack. The two of them held the kiss for as long as their lungs would allow them. As she pulled back from the kiss, Twilight gave a soft kiss to Applejack’s cheek and rested her head against her neck. Applejack leaned in and rested her own head on Twilight. “AJ?” Twilight spoke against Applejack’s neck. “I don’t want to go to the after party.”

            “O-okay,” Applejack stuttered briefly. “Ya’ll can come over ta the farm.” She could hear her heart thumping in her ears. “if ya want ta.”

            “Winona. Shhh. Good girl, now get down.” The little dog settled as Twilight gave it a pat on the head. She looked up from the dog and startled. “Ahh!” Big Mac was standing a few feet away. “Oh, hello Big Mac. Haha, gave me quite a scare didn’t you? Haha.” Big Mac just continued to look at her. “Yes, well.” she cleared her throat. “I was kind of tired last night and AJ was kind enough to let me stay the night.” Big Mac raised an eyebrow but said nothing. Twilight smiled awkwardly. “Yeah so, I’m just gonna go here. If you’ll excuse me.” Twilight hurriedly stepped around the large pony and made for the door. Big Mac chuckled to himself as he got a juice.

            The morning streets were fairly deserted thanks to Pinkie’s all-night after party. The crisp air helped to cool Twilight’s face. Though she didn’t seem to notice as she made a mad beeline for the library. Spike was curled up tightly in his blankets. Blissfully snoring away. Twilight smiled and headed into her room. She paused in front of her mirror noticing her disheveled appearance she blushed and reached for her brush. Remembering the previous night as she straightened out her mane and coat Twilight’s blush grew, but so did her smile.

She took out the small apple pin she had won. She began to examine the back. She had hopes of turning it into a hair beret. She set about tinkering with it when her stomach reminded her she had had only cotton candy and a caramel apple for dinner. She set the pin aside and headed to the kitchen.

            As the morning wore on the denizens of Ponyville began to shake off the last night’s festivities and emerge, most no worse for the ware. Even Spike begrudgingly pulled himself out of his favorite blanket and stumbled up the stairs. “Hey Twilight” He grunted as he rubbed his eyes.

            “Morning Spike. So,” Twilight cocked an eyebrow and looked down at the small dragon. “Did you enjoy Everfree Forest?”

           “Well,” Spike was alert now, he gave a cough. “Snails and Snipes insisted on going so I figured the best thing was for me to go with them and make sure everypony stayed safe.”


            “What happened to you? I never heard you come in.” Spike deflected.

            “Oh, well,” Twilight tried to keep a poker face. “It got late so I stayed over at Applejack’s place.” Twilight didn’t dare pause and continued on, “Come on Spike we have to go help with the clean up. The Halloween festival isn’t going to clean it’s self up.” She scooped up the dragon and headed out the door.

            Outside ponies were busy taking down banners and dismantling booths and attractions.                 “Hey! Twilight!” Twilight heard a familiar voice calling her.

            “Hey Applejack!” Spike called out.

            Twilight thought fast. “I wonder if Rarity needs any help at the costume shop?”

            “What? Do you think she does? I better go an’ see. I’ll catch up to you guys later.” Spike jumped off Twilight’s back and took off on a mad dash.

            “Well he sure was in ah hurry.” Applejack commented as she approached. She turned her attention from the dragon to the violet pony. “Hey,” Applejack looked down at her hooves “Twilight.”

            “Hello, AJ.” Twilight also began to gaze at her hooves.

            “Are ya upset with me?” Applejack questioned.

            “What?!” Twilight looked up. “Why would you think that?”

            “Well, I mean, ya snuck out this morning and everythin’. I thought maybe I had rushed ya or said somethin’ that upset ya.” Applejack meet Twilight’s gaze.

            “No, of course not.” Twilight looked down giving the ground a little kick. “I’m really happy about last night. I just thought it might be better to leave before your family got in.”

            Applejack picked up her head and began to smile. “Is that all?” Applejack nuzzled her head against Twilight. “Big Mac wouldn’t think nothing’ of it. He wouldn’t say nothin’ even if he did. Applebloom’s off with the other two, an’ we still ain’t seen hide nor hair of Granny.”

            “Well that’s good, about Big Mac I mean, not about Granny.” Twilight stammered. “I mean Big Mac already saw me this morning.”

            “Yeah, he told me ya seemed a might frazzled. That’s why I was a’worrying ya might be upset.”

            “mm-mmm” Twilight shook her head, as she looked to the ground. “Do you.” Twilight broke off and remained silent.

            “Hmm?” Applejack stepped over next to her. “What is it, sugarcube?” She gave Twilight a little bump to get her to look up.

            “Do you,” Twilight gave Applejack a series of quick glances in-between her fragmented sentences. “maybe… I mean if you want to….spend tonight with me?”

            Applejack blushed. “Well umm,” She scratched her head. “Sounds mighty fine ta me, sugar.”

            “Good.” Twilight began to nod again. Her heart felt ready to leave her chest.

            “Alright.” Applejack looked off to the left hoping to hide the reddening of her cheeks.

            “Darlings!” A voice rang out to interrupt their strawberry time. Rarity was across the way, waving them over. Pinkie stood next to her smiling. Rainbow Dash was draped across Pinkie Pie’s back asleep.

            “Hey! Wanna help us clean up the party?” Pinkie shouted. Dash startled a little, mumbled then went back to snoring. Applejack looked over to Twilight. They both began to laugh. Twilight bumped up against Applejack and the two headed over to their friends. “We didn’t see you at the party. What happened? You two didn’t forget did you? It was the bestest party yet!” Pinkie exclaimed happily.

            “Mighty sorry Pinkie. We were held up.” Applejack looked over to Twilight with a smile.

            With a blush Twilight returned the smile. Turning to the others she asked, “Where’s Fluttershy?”

            “She and Big Mac are taking down that totally awesome haunted house the girls made. They were so excited after they won best attraction they partied their little flanks off all night. Now they’re all like passed out and stuff back at Rarity’s place. They are sooo cute! I just want to pinch them so hard!” Pinkie bounced up and down happily.

            “uhh, ummm.” Dash mumbled as she was jostled in Pinkie’s excitement.

            Pinkie laughed and began to bounce again. “Wakey-wakey Dashie-washie. Time to clean up the after party.”

            “Not now Pinkie, I’m sleeping.” Dash mumbled.

            “Your accessory is simply darling, my dear. Is it new?” Rarity asked motioning to the apple pin Twilight had converted into a hair beret.

            “Thank you, yes I won it last night at a midway game.”

            Rarity looked over to the pin on Applejack’s hat and gave a wry smile, but remained silent.

            “Halloween was soo much fun! I can’t wait for next year!” Pinkie exclaimed.