1
00:00:02,127 --> 00:00:04,588
( mellow theme playing )

2
00:00:05,798 --> 00:00:07,299
( upbeat rock theme playing )

3
00:00:07,424 --> 00:00:09,301
( inaudible dialogue )

4
00:00:10,344 --> 00:00:12,304
( all shouting
and gasping )

5
00:00:22,189 --> 00:00:25,024
Whoo-hoo!

6
00:00:25,150 --> 00:00:26,986
Nice moves, kid.

7
00:00:27,110 --> 00:00:28,403
Nice moves?

8
00:00:28,529 --> 00:00:30,531
Rainbow Dash thinks
I've got...

9
00:00:32,533 --> 00:00:34,743
Ah! Nice moves!

10
00:00:34,869 --> 00:00:36,829
( moos )

11
00:00:38,539 --> 00:00:42,584
♪ My Little Pony
My Little Pony ♪

12
00:00:44,461 --> 00:00:46,505
♪ My Little Pony ♪

13
00:00:46,630 --> 00:00:48,507
♪ I used to wonder
What friendship could be ♪

14
00:00:48,632 --> 00:00:50,509
♪ My Little Pony ♪

15
00:00:50,634 --> 00:00:52,553
♪ Until you all shared
Its magic with me ♪

16
00:00:52,678 --> 00:00:54,847
♪ Big adventure ♪
♪ Tons of fun ♪

17
00:00:54,972 --> 00:00:56,974
♪ A beautiful heart ♪
♪ Faithful and strong ♪

18
00:00:57,098 --> 00:00:58,934
♪ Sharing kindness ♪
♪ It's an easy feat ♪

19
00:00:59,059 --> 00:01:01,228
♪ And magic makes it
All complete ♪

20
00:01:01,353 --> 00:01:02,938
♪ You have my little ponies ♪

21
00:01:03,146 --> 00:01:07,860
♪ Do you know you're all
My very best friends? ♪

22
00:01:14,491 --> 00:01:17,411
Then, all of a sudden,
I'm airborne.

23
00:01:17,536 --> 00:01:19,747
And then Rainbow Dash
looks over and is like,

24
00:01:19,872 --> 00:01:22,041
"Nice moves, kid."

25
00:01:22,165 --> 00:01:23,166
Wow!

26
00:01:23,250 --> 00:01:24,418
She really said that?

27
00:01:24,543 --> 00:01:26,169
I mean, it's like
she practically told me

28
00:01:26,294 --> 00:01:27,880
she wanted to take me
under her wing,

29
00:01:28,005 --> 00:01:32,175
teach me everything she knows,
and become, like, my big sister.

30
00:01:32,259 --> 00:01:34,469
I don't know
about all that.

31
00:01:34,595 --> 00:01:37,347
It was a really
nice compliment and all but--

32
00:01:37,472 --> 00:01:38,974
I know, I know.

33
00:01:39,182 --> 00:01:41,435
But all that stuff
I said could happen, right?

34
00:01:41,560 --> 00:01:43,520
Sure.
Absolutely.

35
00:01:43,645 --> 00:01:46,314
I just need to find a way
to spend some time with her.

36
00:01:46,440 --> 00:01:49,234
You know, so she can see
more of my awesomeness.

37
00:01:49,359 --> 00:01:52,487
Well, Applejack and I are
supposed to be camping

38
00:01:52,613 --> 00:01:54,489
up at Winsome Falls
this weekend.

39
00:01:54,615 --> 00:01:56,951
Maybe I could get my big sis
to invite Rainbow Dash,

40
00:01:57,076 --> 00:01:58,410
and then
you could come too.

41
00:01:58,535 --> 00:01:59,327
Really?!

42
00:01:59,453 --> 00:02:01,747
Sure.
I wanna go.

43
00:02:01,872 --> 00:02:03,082
Well, duh.

44
00:02:03,206 --> 00:02:04,332
Of course you can go.

45
00:02:04,458 --> 00:02:06,794
And I'll get Rarity
to come too.

46
00:02:06,919 --> 00:02:08,837
Rarity loves camping!

47
00:02:08,963 --> 00:02:10,798
I despise camping!

48
00:02:10,923 --> 00:02:14,342
All of that--
Ugh! --nature.

49
00:02:14,468 --> 00:02:17,220
Applejack's going
with her little sister.

50
00:02:17,262 --> 00:02:19,306
But, you know,

51
00:02:19,431 --> 00:02:21,934
if you don't want
to spend time with me...

52
00:02:23,226 --> 00:02:25,604
Oh, all right.

53
00:02:25,729 --> 00:02:27,731
Oh! Of course I will need
to find an outfit

54
00:02:27,856 --> 00:02:30,859
more appropriate
for roughing it. Ooh.

55
00:02:30,985 --> 00:02:33,612
See? Told you
she'd want to go.

56
00:02:38,241 --> 00:02:40,452
You pack the bug spray?
Yep.

57
00:02:40,577 --> 00:02:43,246
You got the canteens?
Yep.

58
00:02:43,371 --> 00:02:45,666
Looks like
we're all set then.

59
00:02:50,129 --> 00:02:52,047
Hey!

60
00:02:52,255 --> 00:02:54,716
Gee, Rarity,
did you remember to pack?

61
00:02:54,842 --> 00:02:56,718
Oh, well, see who gets
the last laugh

62
00:02:56,844 --> 00:02:58,428
when you're absolutely desperate
to curl your lashes

63
00:02:58,553 --> 00:03:01,264
and realize you didn't bring
your eyelash curler.

64
00:03:01,348 --> 00:03:04,267
Well, looks like
we're all set now.

65
00:03:04,309 --> 00:03:06,145
But what
about Rainbow Dash?

66
00:03:06,269 --> 00:03:07,354
Isn't Rainbow Dash coming?

67
00:03:07,479 --> 00:03:08,897
Course she is,
sugarcube.

68
00:03:09,023 --> 00:03:11,025
She's gonna meet us
up at our first campsite.

69
00:03:11,150 --> 00:03:12,609
Oh.
All right, y'all,

70
00:03:12,734 --> 00:03:14,903
let's move 'em out.

71
00:03:15,029 --> 00:03:17,489
( majestic theme playing )

72
00:03:21,035 --> 00:03:22,953
Oh, are we there yet?

73
00:03:23,078 --> 00:03:26,456
The last thousand times you
asked that, the answer was no.

74
00:03:26,581 --> 00:03:28,458
This time,
it's actually yes.

75
00:03:28,583 --> 00:03:30,669
There's Rainbow Dash
up there right now.

76
00:03:30,794 --> 00:03:33,463
( upbeat rock theme playing )

77
00:03:41,805 --> 00:03:42,973
Wow!

78
00:03:43,098 --> 00:03:45,059
All right, Scootaloo,

79
00:03:45,184 --> 00:03:48,103
just play it cool.

80
00:03:48,311 --> 00:03:49,646
Hey, Rain--

81
00:03:53,400 --> 00:03:54,985
( clears throat )

82
00:03:55,110 --> 00:03:57,362
Hey, Rainbow Dash,
what's up?

83
00:03:57,487 --> 00:04:00,157
What took
you guys so long?

84
00:04:00,365 --> 00:04:02,325
Well, some of us
didn't pack as light

85
00:04:02,450 --> 00:04:05,620
as the others,
so we were slowed down a bit.

86
00:04:07,122 --> 00:04:10,333
( upbeat theme playing )

87
00:04:15,589 --> 00:04:17,966
Looks like you'll be sharing
a tent with me, huh?

88
00:04:18,092 --> 00:04:19,509
If that's okay
with you.

89
00:04:19,634 --> 00:04:22,054
Sure, long as
you don't snore.

90
00:04:22,179 --> 00:04:23,889
You don't snore,
do you?

91
00:04:24,014 --> 00:04:25,473
Nope, no way,
not me.

92
00:04:25,599 --> 00:04:28,143
Never snored a day
or night in my life.

93
00:04:28,351 --> 00:04:31,521
Then you and I are gonna
get along just fine.

94
00:04:37,903 --> 00:04:40,030
You have to got
to be kidding me.

95
00:04:40,155 --> 00:04:41,782
Sweetie Belle,
do be a dear and see

96
00:04:41,907 --> 00:04:44,826
if you can find some fresh
flowers for my bedside vase.

97
00:04:46,912 --> 00:04:48,914
Hey, Scootaloo,
do be a sweetheart

98
00:04:49,039 --> 00:04:50,958
and see if you can
gather some firewood.

99
00:04:51,083 --> 00:04:53,085
( both laugh )

100
00:04:53,210 --> 00:04:54,253
Seriously though,

101
00:04:54,377 --> 00:04:56,379
can you get us some wood
for the fire?

102
00:04:56,421 --> 00:04:57,798
Of course.

103
00:05:01,384 --> 00:05:04,054
Okay, everybody
get comfortable.

104
00:05:06,932 --> 00:05:08,391
Because I'm about
to tell you

105
00:05:08,433 --> 00:05:10,393
the best story
you ever heard.

106
00:05:10,477 --> 00:05:12,104
Is it about the time
when Rarity had wings,

107
00:05:12,229 --> 00:05:14,106
and then they got ruined,
and then you saved her

108
00:05:14,231 --> 00:05:15,941
from plummeting
to her doom?

109
00:05:16,066 --> 00:05:19,945
Okay, maybe it's the second-best
story you ever heard,

110
00:05:20,070 --> 00:05:22,864
but probably
still the scariest.

111
00:05:22,990 --> 00:05:25,575
You like
scary stories, right?

112
00:05:25,700 --> 00:05:26,868
( gasps )

113
00:05:26,994 --> 00:05:28,578
Mm-hm.

114
00:05:28,703 --> 00:05:30,747
It all happened
on a night

115
00:05:30,872 --> 00:05:33,125
just like this one,

116
00:05:33,250 --> 00:05:37,420
in a forest
just like this...

117
00:05:38,755 --> 00:05:41,758
And then
the Olden Pony asked,

118
00:05:41,883 --> 00:05:45,720
"Who's got
my rusty horseshoe?"

119
00:05:45,846 --> 00:05:47,139
Not me.

120
00:05:48,015 --> 00:05:48,974
You do!

121
00:05:49,099 --> 00:05:50,225
BOTH: Aah!
( laughs )

122
00:05:50,433 --> 00:05:51,726
( coughs then
clears throat )

123
00:05:51,852 --> 00:05:53,187
Something
in my throat.

124
00:05:53,312 --> 00:05:55,063
I wasn't scared at all.

125
00:05:55,189 --> 00:05:56,857
Ha-ha. Good story!

126
00:05:56,982 --> 00:05:58,942
Knew you
wouldn't be scared.

127
00:05:59,067 --> 00:06:00,235
Way you jumped
that cart the other day.

128
00:06:00,443 --> 00:06:02,904
You're like me,
fearless.

129
00:06:03,030 --> 00:06:04,781
Yeah, fearless.

130
00:06:04,906 --> 00:06:06,533
( owl hooting )

131
00:06:06,658 --> 00:06:08,118
Don't worry,
Rarity is here

132
00:06:08,243 --> 00:06:10,662
to keep you safe
and sound. Ooh.

133
00:06:10,787 --> 00:06:12,039
( yawns )

134
00:06:12,164 --> 00:06:14,666
Think it's about time
for me to hit the straw.

135
00:06:14,791 --> 00:06:16,126
( teeth chattering )

136
00:06:16,251 --> 00:06:17,919
Don't you worry,
little sis,

137
00:06:18,045 --> 00:06:20,088
there's no Olden Pony
in our tent.

138
00:06:20,214 --> 00:06:23,008
Heh-heh, that sure
was funny, wasn't it,

139
00:06:23,133 --> 00:06:26,303
how they were all afraid
of the Olden Pony?

140
00:06:26,469 --> 00:06:28,096
But not me. Heh.

141
00:06:28,222 --> 00:06:29,681
That's because
you're tough,

142
00:06:29,806 --> 00:06:32,059
just like when
I was your age.

143
00:06:32,934 --> 00:06:33,935
( screams )

144
00:06:34,061 --> 00:06:35,145
I'm hitting the sack.

145
00:06:35,270 --> 00:06:37,147
Come in whenever
you feel like it.

146
00:06:38,815 --> 00:06:39,983
( branch cracks )

147
00:06:40,108 --> 00:06:41,360
( wind howling )

148
00:06:41,484 --> 00:06:42,861
It's nothing,

149
00:06:42,986 --> 00:06:45,780
just my imagination.

150
00:06:45,906 --> 00:06:47,282
( trees creaking )

151
00:06:47,490 --> 00:06:50,827
And that isn't the thundering
stomp of the Olden Pony.

152
00:06:50,952 --> 00:06:54,206
( animal howling )

153
00:06:57,918 --> 00:07:00,087
( snoring )

154
00:07:04,966 --> 00:07:07,302
( distant voices chattering )

155
00:07:12,515 --> 00:07:15,185
Uh, is anyone
out there?

156
00:07:16,895 --> 00:07:19,522
( hoof beats approaching )

157
00:07:20,732 --> 00:07:22,943
( pony muttering in distance )

158
00:07:23,068 --> 00:07:24,152
( suspenseful theme playing )

159
00:07:24,278 --> 00:07:27,739
( pony muttering )

160
00:07:27,864 --> 00:07:30,075
( panting )

161
00:07:31,243 --> 00:07:35,247
Who's got
my rusty horseshoe?

162
00:07:45,132 --> 00:07:46,549
( sighs )

163
00:07:47,884 --> 00:07:50,971
Who's got
my rusty horseshoe?

164
00:07:51,096 --> 00:07:52,680
( screams )

165
00:07:54,933 --> 00:07:55,892
( panting )

166
00:07:56,017 --> 00:07:58,853
( ominous theme playing )

167
00:08:00,021 --> 00:08:01,315
SCOOTALOO:
Rainbow Da--

168
00:08:01,440 --> 00:08:02,816
You do!

169
00:08:02,941 --> 00:08:05,402
( screams )

170
00:08:05,568 --> 00:08:06,861
( snoring )

171
00:08:06,987 --> 00:08:09,739
( humming )

172
00:08:09,864 --> 00:08:12,326
( suspenseful theme playing )

173
00:08:16,121 --> 00:08:18,248
( Scootaloo humming )

174
00:08:20,459 --> 00:08:22,127
( yawns )

175
00:08:22,252 --> 00:08:23,628
( humming )

176
00:08:23,753 --> 00:08:26,589
What's that noise?

177
00:08:26,714 --> 00:08:28,091
Is there a bug in here?

178
00:08:28,216 --> 00:08:31,678
I don't know about you,
but I slept like a filly.

179
00:08:31,803 --> 00:08:33,138
Best night ever.

180
00:08:33,263 --> 00:08:34,473
Glad you're rested up,

181
00:08:34,597 --> 00:08:36,350
because we've got
a long trek ahead.

182
00:08:36,475 --> 00:08:39,478
Totally gonna be worth it
when we get to Winsome Falls.

183
00:08:39,602 --> 00:08:41,855
Yeah, totally.

184
00:08:44,274 --> 00:08:46,734
( Rarity groans )

185
00:08:46,860 --> 00:08:47,986
Am I sweating?

186
00:08:48,111 --> 00:08:50,364
Oh, I think
I'm sweating!

187
00:08:51,823 --> 00:08:54,617
Oh, uh, but it's
absolutely worth it

188
00:08:54,659 --> 00:08:56,953
to get to spend time
with my little sister.

189
00:08:57,078 --> 00:08:58,621
It's just that
this cart feels like

190
00:08:58,746 --> 00:09:00,665
it's getting heavier
all the time!

191
00:09:00,790 --> 00:09:03,626
APPLEJACK:
I don't care if that cart's
as heavy as a pack of mules.

192
00:09:03,668 --> 00:09:05,003
If we don't
get a move on,

193
00:09:05,128 --> 00:09:07,088
it'll be dark before
we get to the campsite.

194
00:09:07,214 --> 00:09:08,965
Ah, dark?

195
00:09:09,090 --> 00:09:12,052
I'll just ride ahead
to make sure the path is clear.

196
00:09:12,177 --> 00:09:15,514
Now, we don't want to be
out here after dark, right?

197
00:09:15,638 --> 00:09:17,015
Doesn't matter to me.

198
00:09:17,140 --> 00:09:18,850
Well, you know,

199
00:09:18,975 --> 00:09:21,436
it's for
the scaredy ponies.

200
00:09:25,399 --> 00:09:28,276
( yawns )

201
00:09:32,072 --> 00:09:33,532
( gasps )

202
00:09:33,656 --> 00:09:35,325
Don't fall asleep now.

203
00:09:35,450 --> 00:09:39,371
We've got to get
to that campsite before dark.

204
00:09:40,663 --> 00:09:42,332
( snoring )

205
00:09:49,423 --> 00:09:50,965
( growls )

206
00:09:54,469 --> 00:09:56,221
( snoring )

207
00:10:03,061 --> 00:10:04,979
RARITY:
...and that's why it's
always important to bring

208
00:10:05,105 --> 00:10:07,315
your own trough
on any public outing.

209
00:10:07,441 --> 00:10:08,691
( gasps )

210
00:10:08,816 --> 00:10:10,610
Um, don't come this way!

211
00:10:10,735 --> 00:10:12,779
Take the path,
it's, um,

212
00:10:12,904 --> 00:10:16,074
way better than going
through the bushes.

213
00:10:20,203 --> 00:10:21,788
( screams )

214
00:10:25,125 --> 00:10:28,669
You're more nervous than a worm
in an apple on cider-makin' day.

215
00:10:28,795 --> 00:10:30,213
What gives, Scootaloo?

216
00:10:30,338 --> 00:10:31,298
Uh, nothing.

217
00:10:31,423 --> 00:10:32,840
I just thought
I heard something.

218
00:10:32,966 --> 00:10:34,801
( hooting )
Aah!

219
00:10:34,926 --> 00:10:36,886
You sure you're okay?

220
00:10:37,011 --> 00:10:38,346
Because you seem
a little jumpy.

221
00:10:38,472 --> 00:10:40,056
Just getting
my exercise.

222
00:10:40,181 --> 00:10:41,849
You know how important
it is to stretch out

223
00:10:41,975 --> 00:10:44,436
those hind quarters
every so often. Ha.

224
00:10:44,561 --> 00:10:45,853
( croaks )

225
00:10:47,063 --> 00:10:49,441
Uh, do y-you need
a little help?

226
00:10:49,566 --> 00:10:52,402
That's so sweet.
Thank you.

227
00:10:52,527 --> 00:10:54,821
Um, what are
friends for?

228
00:10:54,946 --> 00:10:57,198
( grunting )

229
00:10:59,159 --> 00:11:01,119
No need for tents
tonight, y'all.

230
00:11:01,244 --> 00:11:03,413
We'll just take shelter
in that cave.

231
00:11:04,872 --> 00:11:07,792
All right,
a deep dark cave.

232
00:11:07,917 --> 00:11:10,253
Ha, perfect for the story
I've got for tonight.

233
00:11:10,378 --> 00:11:13,798
All we need is a campfire
and we're good to go.

234
00:11:14,882 --> 00:11:15,925
( gulps )

235
00:11:16,050 --> 00:11:17,802
Of course.
( animal howling )

236
00:11:17,927 --> 00:11:21,181
SCOOTALOO:
I'll be right back with lots
of firewood from the deep,

237
00:11:21,306 --> 00:11:24,767
dark,
not-scary-at-all forest.

238
00:11:24,851 --> 00:11:26,311
Thanks.

239
00:11:27,895 --> 00:11:30,773
( ominous theme playing )

240
00:11:30,857 --> 00:11:32,609
( panting )

241
00:11:34,944 --> 00:11:36,404
( sighs )

242
00:11:36,530 --> 00:11:38,823
Okay, I can do this.

243
00:11:38,948 --> 00:11:42,410
At the count of three,
I will get those branches.

244
00:11:42,536 --> 00:11:46,289
One, two, three!

245
00:11:49,292 --> 00:11:50,377
( sighs )

246
00:11:52,962 --> 00:11:55,048
Here, branches,
branches, branches.

247
00:11:57,800 --> 00:12:01,054
APPLEJACK:
Ooh-whee! It's colder than
a timberwolf's toenail.

248
00:12:01,179 --> 00:12:03,431
Brr!
Where's that Scootaloo?

249
00:12:07,935 --> 00:12:10,104
( screaming )

250
00:12:14,984 --> 00:12:17,362
Here you go!
That's it?

251
00:12:17,487 --> 00:12:19,322
It's all I could find,
because, you know,

252
00:12:19,447 --> 00:12:22,242
there aren't
that many trees around here.

253
00:12:24,994 --> 00:12:26,204
It's all we need.
Why don't you sit

254
00:12:26,329 --> 00:12:27,664
with Rainbow Dash
for a while?

255
00:12:32,586 --> 00:12:34,462
Now, where was I?

256
00:12:34,588 --> 00:12:38,299
Oh, yeah,
the scary part.

257
00:12:38,425 --> 00:12:39,676
( cackles )

258
00:12:41,720 --> 00:12:43,346
Hey, I have an idea.

259
00:12:43,471 --> 00:12:45,932
How about
I tell tonight's story?

260
00:12:46,057 --> 00:12:47,225
All right,

261
00:12:47,350 --> 00:12:49,060
just make sure
it's a horrible one.

262
00:12:49,185 --> 00:12:52,230
SCOOTALOO:
There once was
a really, really nice pony

263
00:12:52,355 --> 00:12:54,857
who lived in
a bright and sunny land,

264
00:12:54,941 --> 00:12:56,859
where there were
rainbows every day

265
00:12:56,984 --> 00:12:59,613
and lots and lots
of happy friends, and--

266
00:12:59,738 --> 00:13:01,989
No offense, but it's not
a real campfire story

267
00:13:02,115 --> 00:13:04,367
unless
somepony's shaking.

268
00:13:04,492 --> 00:13:06,035
I've been told

269
00:13:06,160 --> 00:13:08,496
that these very woods
are haunted...

270
00:13:10,081 --> 00:13:12,751
...by the Headless Horse!

271
00:13:12,875 --> 00:13:16,045
It gallops only at night.

272
00:13:16,170 --> 00:13:18,131
If it doesn't have a head,
then how in tarnation

273
00:13:18,256 --> 00:13:19,882
does this pony
know where it's goin'?

274
00:13:20,007 --> 00:13:23,010
It's headless,
not brainless.

275
00:13:23,136 --> 00:13:26,889
Looking for
little lost ponies...

276
00:13:26,931 --> 00:13:29,100
So where's its brain?

277
00:13:29,225 --> 00:13:30,143
Ugh.

278
00:13:30,268 --> 00:13:33,271
Fear was dripping
from the air...

279
00:13:33,396 --> 00:13:37,900
...and they were never
heard from ever again!

280
00:13:38,025 --> 00:13:39,611
Ah! Never?

281
00:13:39,736 --> 00:13:41,613
Never.

282
00:13:41,738 --> 00:13:42,989
( fire cracks )

283
00:13:43,114 --> 00:13:44,907
( both scream )

284
00:13:45,032 --> 00:13:46,451
( both chuckle )

285
00:13:46,576 --> 00:13:48,453
( teeth chattering )

286
00:13:48,578 --> 00:13:49,621
Don't worry,

287
00:13:49,746 --> 00:13:51,372
you'll be safe
with me tonight.

288
00:13:52,457 --> 00:13:54,125
It's not time
for bed yet, is it?

289
00:13:54,250 --> 00:13:55,585
Afraid so, Scootaloo.

290
00:13:55,710 --> 00:13:56,919
Uh, but

291
00:13:57,044 --> 00:13:59,213
we haven't even sung
any campfire songs yet.

292
00:13:59,339 --> 00:14:01,508
You don't have
to ask me twice!

293
00:14:02,967 --> 00:14:04,927
♪ 99 buckets of oats
On the wall ♪

294
00:14:05,052 --> 00:14:06,929
♪ 99 buckets of oats ♪

295
00:14:07,054 --> 00:14:08,931
♪ Take one down,
Pass it around... ♪

296
00:14:09,015 --> 00:14:10,933
♪ You got 81 buckets
Of oats on the wall... ♪

297
00:14:11,058 --> 00:14:12,935
♪ 41 buckets of oats ♪

298
00:14:13,019 --> 00:14:14,979
♪ Take one down
Pass it around ♪

299
00:14:15,104 --> 00:14:17,607
♪ You got 40 buckets
Of oats on the wall... ♪

300
00:14:17,732 --> 00:14:19,275
♪ One bucket of oats ♪

301
00:14:19,400 --> 00:14:21,194
♪ Take one down
Pass it around ♪

302
00:14:21,319 --> 00:14:25,699
♪ You got zero buckets
Of oats on the wall! ♪

303
00:14:27,450 --> 00:14:28,618
( snoring )

304
00:14:30,077 --> 00:14:31,120
( all yawn )

305
00:14:31,245 --> 00:14:32,664
Good night, sweetie.
Good night, y'all.

306
00:14:32,789 --> 00:14:35,082
Good night, y'all.
Sleep tight.

307
00:14:35,208 --> 00:14:37,293
How about
just one more song?

308
00:14:37,418 --> 00:14:38,961
Anyone?

309
00:14:39,003 --> 00:14:40,380
How about
a dance contest?

310
00:14:40,505 --> 00:14:42,256
I know you love
to cut a rug,

311
00:14:42,382 --> 00:14:44,676
so how about we mess up
a cave floor?

312
00:14:44,801 --> 00:14:46,344
I have a brilliant idea!

313
00:14:46,469 --> 00:14:48,346
Hide and seek,
who's with me?

314
00:14:48,471 --> 00:14:49,639
( yawns )

315
00:14:49,764 --> 00:14:52,266
Maybe tomorrow.

316
00:14:53,518 --> 00:14:54,477
Aww.

317
00:14:54,602 --> 00:14:55,978
Seems like you
don't really want

318
00:14:56,062 --> 00:14:56,979
to go
to sleep tonight.

319
00:14:57,104 --> 00:14:58,481
Is there
some reason why?

320
00:14:58,606 --> 00:14:59,607
( scoffs )

321
00:14:59,733 --> 00:15:01,359
Of course not.

322
00:15:01,484 --> 00:15:04,654
I just love camping and hanging
out with Rainbow Dash so much

323
00:15:04,779 --> 00:15:08,991
that I don't want to waste
a single minute with sleep.

324
00:15:09,075 --> 00:15:11,327
( yawns then chuckles )

325
00:15:11,452 --> 00:15:12,995
Silly sleep.

326
00:15:13,120 --> 00:15:14,997
That's cool
and all, Scoot,

327
00:15:15,081 --> 00:15:16,457
but this pony needs
her shut-eye,

328
00:15:16,583 --> 00:15:18,501
and she needs it now!

329
00:15:19,669 --> 00:15:22,088
Uh, this is so unfair.

330
00:15:22,213 --> 00:15:25,091
( sighs then yawns )

331
00:15:25,216 --> 00:15:28,344
I'm falling aslee...

332
00:15:28,469 --> 00:15:29,763
( snoring )

333
00:15:36,436 --> 00:15:39,522
( hoof beats approaching )

334
00:15:43,234 --> 00:15:45,737
( suspenseful theme playing )

335
00:15:53,119 --> 00:15:55,037
If the Headless Horse
catches me,

336
00:15:55,121 --> 00:15:57,206
I'm never gonna
be heard from again,

337
00:15:57,331 --> 00:16:00,042
and I want
to be heard from!

338
00:16:00,167 --> 00:16:02,545
Whoa! Whoa!

339
00:16:04,839 --> 00:16:06,048
( whimpering )

340
00:16:06,132 --> 00:16:09,343
( ominous theme playing )

341
00:16:12,764 --> 00:16:15,850
SCOOTALOO:
It's all over!

342
00:16:17,769 --> 00:16:19,729
( whimpering )

343
00:16:19,854 --> 00:16:21,564
( dramatic theme playing )

344
00:16:21,689 --> 00:16:24,776
LUNA:
A warm welcome to you,
Scootaloo.

345
00:16:31,073 --> 00:16:33,075
SCOOTALOO:
Princess Luna.

346
00:16:33,159 --> 00:16:35,077
I thought you were
the Headless Horse.

347
00:16:35,202 --> 00:16:38,665
You were mistaken,
but I hope not disappointed.

348
00:16:38,790 --> 00:16:41,751
You are so, so much better
than the Headless Horse.

349
00:16:41,876 --> 00:16:43,085
But what are
you doing here?

350
00:16:43,210 --> 00:16:44,879
Shouldn't you be
in Canterlot?

351
00:16:45,087 --> 00:16:46,756
I am the princess
of the night,

352
00:16:46,881 --> 00:16:49,843
thus it is my duty
to come into your dreams.

353
00:16:49,968 --> 00:16:51,093
Oh, yeah.

354
00:16:51,218 --> 00:16:53,721
Wait, this is
just a dream?

355
00:16:53,847 --> 00:16:56,557
But it feels so real.

356
00:16:56,683 --> 00:16:59,686
I assure you
that you are asleep.

357
00:16:59,811 --> 00:17:01,228
But when you wake,

358
00:17:01,354 --> 00:17:04,774
the thing that frightens
you most will still exist.

359
00:17:04,899 --> 00:17:07,777
Uh, the Headless Horse?

360
00:17:07,902 --> 00:17:09,863
Mm, is the Headless Horse

361
00:17:09,988 --> 00:17:12,532
really what frightens
you the most?

362
00:17:12,657 --> 00:17:13,992
Mm-mm.

363
00:17:14,116 --> 00:17:16,410
I'm afraid Rainbow Dash
will find out

364
00:17:16,536 --> 00:17:19,413
I'm not as tough
as she thinks I am.

365
00:17:19,539 --> 00:17:21,708
Everypony has fears,
Scootaloo.

366
00:17:21,833 --> 00:17:25,127
Everypony must face them
in their own way.

367
00:17:25,252 --> 00:17:26,546
But they must be faced,

368
00:17:26,671 --> 00:17:29,131
or the nightmares
will continue.

369
00:17:29,215 --> 00:17:31,425
( groaning )

370
00:17:34,846 --> 00:17:38,224
Face your fears!

371
00:17:40,768 --> 00:17:42,436
Princess Luna?

372
00:17:43,813 --> 00:17:45,940
Ah, it was just a dream.

373
00:17:47,149 --> 00:17:48,442
( gasps )

374
00:17:48,568 --> 00:17:50,361
But the Headless Horse isn't!

375
00:17:50,486 --> 00:17:52,864
Rainbow Dash said
it lives here,

376
00:17:52,989 --> 00:17:55,825
in these very woods!

377
00:17:55,950 --> 00:17:57,869
( horse whinnying in distance )

378
00:17:59,662 --> 00:18:02,415
It's the wicked whinny
of the Headless Horse!

379
00:18:06,168 --> 00:18:08,629
( whinnies )

380
00:18:08,755 --> 00:18:10,882
( Scootaloo panting )

381
00:18:11,007 --> 00:18:12,675
So it's a horse
without a head,

382
00:18:12,800 --> 00:18:15,011
which means
it doesn't have a mouth,

383
00:18:15,177 --> 00:18:16,512
and if it doesn't
have a mouth,

384
00:18:16,637 --> 00:18:19,807
then it's not
a horse-eat-pony kind of horse.

385
00:18:19,933 --> 00:18:21,350
But still,

386
00:18:21,475 --> 00:18:24,771
it's a horse
without a head!

387
00:18:26,022 --> 00:18:28,816
( screaming )

388
00:18:33,780 --> 00:18:35,782
Hello?

389
00:18:35,907 --> 00:18:37,533
Is anyone out there?

390
00:18:38,785 --> 00:18:41,788
Anyone except
the Headless Horse?

391
00:18:41,913 --> 00:18:43,497
( cracking )

392
00:18:45,083 --> 00:18:46,459
Help!

393
00:18:48,377 --> 00:18:52,006
( dramatic theme playing )

394
00:18:55,301 --> 00:18:58,679
( screaming )

395
00:18:58,805 --> 00:18:59,931
I got you!

396
00:19:00,056 --> 00:19:01,557
Rainbow Dash, is that you?

397
00:19:01,682 --> 00:19:03,768
Thank you! Thank you!

398
00:19:05,603 --> 00:19:08,689
What were you doing out here
in the middle of the night?

399
00:19:15,071 --> 00:19:16,238
It is time for you

400
00:19:16,322 --> 00:19:18,741
to face your real fears,
Scootaloo.

401
00:19:23,788 --> 00:19:26,457
( sighs )

402
00:19:26,582 --> 00:19:28,126
I'm so, so sorry,
Rainbow Dash.

403
00:19:28,250 --> 00:19:29,752
I just wanted you
to hang out with me

404
00:19:29,877 --> 00:19:32,254
and see how cool I was so
you'd take me under your wing,

405
00:19:32,296 --> 00:19:33,631
teach me everything you know,

406
00:19:33,756 --> 00:19:35,800
and become, like,
my big sister.

407
00:19:35,925 --> 00:19:37,844
But then you started telling
those spooky stories,

408
00:19:37,969 --> 00:19:39,637
and I got scared.

409
00:19:39,762 --> 00:19:41,097
I thought I heard
the Headless Horse

410
00:19:41,263 --> 00:19:43,599
so I ran out here
by myself and--

411
00:19:43,724 --> 00:19:47,269
Well, I guess
you know the rest.

412
00:19:47,353 --> 00:19:49,147
( sniffling )

413
00:19:49,271 --> 00:19:51,565
Hey, I'm gonna
tell you something,

414
00:19:51,691 --> 00:19:55,028
but if you ever tell anypony
else, I'm gonna deny it.

415
00:19:55,153 --> 00:19:57,947
First time I heard
those stories,

416
00:19:58,072 --> 00:20:00,282
I was scared too.

417
00:20:00,366 --> 00:20:02,160
You were?

418
00:20:02,284 --> 00:20:03,786
Sure.

419
00:20:03,911 --> 00:20:05,913
I mean, I got over it,
because I realized pretty quick

420
00:20:06,039 --> 00:20:08,248
that if there was such
a thing as a Headless Horse,

421
00:20:08,374 --> 00:20:11,169
I could
totally take it on.

422
00:20:11,293 --> 00:20:13,337
So you're looking
for somepony to take you

423
00:20:13,462 --> 00:20:15,673
under their wing, huh?
Mm-hm.

424
00:20:15,798 --> 00:20:18,092
Yeah, I might be up
for something like that.

425
00:20:18,216 --> 00:20:19,217
Really?

426
00:20:19,343 --> 00:20:20,761
As long as
you don't go falling

427
00:20:20,887 --> 00:20:23,222
into any more rivers
in the middle of the night.

428
00:20:23,347 --> 00:20:25,975
Hm, it's a deal.

429
00:20:29,395 --> 00:20:32,272
( upbeat theme playing )

430
00:20:32,398 --> 00:20:34,817
I call sister teams!

431
00:20:34,942 --> 00:20:37,444
Last pair to make it
to the falls is a moldy carrot!

432
00:20:37,570 --> 00:20:40,114
Ugh, if you insist.

433
00:20:41,490 --> 00:20:42,909
( chuckles )

434
00:20:43,034 --> 00:20:44,744
It is so on!

435
00:20:46,537 --> 00:20:49,707
They think they can beat
the two of us?

436
00:20:51,250 --> 00:20:53,753
( majestic theme playing )

437
00:21:00,843 --> 00:21:03,137
( suspenseful theme playing )

438
00:21:05,098 --> 00:21:07,016
( grumbling )

439
00:21:08,184 --> 00:21:12,479
Who's got
my rusty horseshoe?

440
00:21:14,356 --> 00:21:15,816
RAINBOW DASH:
Here it is, for pony's sake!

441
00:21:15,942 --> 00:21:18,444
Now take it
and stop all your moaning!

442
00:21:18,569 --> 00:21:21,488
Thank you,
and have a nice day.

443
00:21:24,366 --> 00:21:26,452
( Luna laughs )

444
00:21:32,625 --> 00:21:34,835
♪ My Little Pony ♪

445
00:21:37,004 --> 00:21:39,423
♪ My Little Pony ♪

446
00:21:49,934 --> 00:21:52,061
♪ My Little Pony ♪

447
00:21:52,186 --> 00:21:56,565
♪ Friends ♪