1
00:00:01,867 --> 00:00:04,337
(<i> mellow theme playing</i> )

2
00:00:05,538 --> 00:00:07,073
(<i> upbeat rock theme playing</i> )

3
00:00:07,173 --> 00:00:09,042
( inaudible dialogue )

4
00:00:10,076 --> 00:00:12,045
( all shouting
and gasping )

5
00:00:21,921 --> 00:00:24,757
Whoo-hoo!

6
00:00:24,857 --> 00:00:26,726
Nice moves, kid.

7
00:00:26,826 --> 00:00:28,127
Nice moves?

8
00:00:28,227 --> 00:00:30,263
Rainbow Dash thinks
I've got...

9
00:00:32,232 --> 00:00:34,467
Ah! Nice moves!

10
00:00:34,567 --> 00:00:36,536
( moos )

11
00:00:38,237 --> 00:00:42,275
<i> ♪ My Little Pony
 My Little Pony ♪</i>

12
00:00:44,143 --> 00:00:46,212
<i> ♪ My Little Pony ♪</i>

13
00:00:46,312 --> 00:00:48,214
<i> ♪ I used to wonder
 What friendship could be ♪</i>

14
00:00:48,314 --> 00:00:50,216
<i> ♪ My Little Pony ♪</i>

15
00:00:50,316 --> 00:00:52,252
<i> ♪ Until you all shared
 Its magic with me ♪</i>

16
00:00:52,352 --> 00:00:54,554
<i> ♪ Big adventure ♪</i>

17
00:00:52,352 --> 00:00:54,554
<i> ♪ Tons of fun ♪</i>

18
00:00:54,654 --> 00:00:56,689
<i> ♪ A beautiful heart ♪</i>

19
00:00:54,654 --> 00:00:56,689
<i> ♪ Faithful and strong ♪</i>

20
00:00:56,789 --> 00:00:58,658
<i> ♪ Sharing kindness ♪</i>

21
00:00:56,789 --> 00:00:58,658
<i> ♪ It's an easy feat ♪</i>

22
00:00:58,758 --> 00:01:00,993
<i> ♪ And magic makes it
 All complete ♪</i>

23
00:01:01,093 --> 00:01:02,729
<i> ♪ You have my little ponies ♪</i>

24
00:01:02,829 --> 00:01:07,600
<i> ♪ Do you know you're all
 My very best friends? ♪</i>

25
00:01:13,339 --> 00:01:17,176
Then, all of a sudden,
I'm airborne.

26
00:01:17,276 --> 00:01:19,512
And then Rainbow Dash
looks over and is like,

27
00:01:19,612 --> 00:01:21,780
"Nice moves, kid."

28
00:01:21,880 --> 00:01:22,882
Wow!

29
00:01:22,982 --> 00:01:24,183
She really said that?

30
00:01:24,283 --> 00:01:25,918
I mean, it's like
she practically told me

31
00:01:26,018 --> 00:01:27,620
she wanted to take me
under her wing,

32
00:01:27,720 --> 00:01:31,857
teach me everything she knows,
and become, like, my big sister.

33
00:01:31,958 --> 00:01:34,193
I don't know
about all that.

34
00:01:34,293 --> 00:01:37,096
It was a really
nice compliment and all but--

35
00:01:37,196 --> 00:01:38,698
I know, I know.

36
00:01:38,798 --> 00:01:41,167
But all that stuff
I said could happen, right?

37
00:01:41,267 --> 00:01:43,269
Sure.

38
00:01:41,267 --> 00:01:43,269
Absolutely.

39
00:01:43,369 --> 00:01:46,239
I just need to find a way
to spend some time with her.

40
00:01:46,339 --> 00:01:49,175
You know, so she can see
more of my awesomeness.

41
00:01:49,275 --> 00:01:52,412
Well, Applejack and I are
supposed to be camping

42
00:01:52,512 --> 00:01:54,413
up at Winsome Falls
this weekend.

43
00:01:54,513 --> 00:01:56,882
Maybe I could get my big sis
to invite Rainbow Dash,

44
00:01:56,982 --> 00:01:58,318
and then
you could come too.

45
00:01:58,418 --> 00:01:59,252
Really?!

46
00:01:59,352 --> 00:02:01,754
Sure.

47
00:01:59,352 --> 00:02:01,754
I wanna go.

48
00:02:01,855 --> 00:02:03,056
Well, duh.

49
00:02:03,156 --> 00:02:04,323
Of course you can go.

50
00:02:04,423 --> 00:02:06,793
And I'll get Rarity
to come too.

51
00:02:06,893 --> 00:02:08,828
Rarity loves camping!

52
00:02:08,928 --> 00:02:10,763
I despise camping!

53
00:02:10,864 --> 00:02:14,334
All of that--
Ugh! --nature.

54
00:02:14,434 --> 00:02:17,102
Applejack's going
with her little sister.

55
00:02:17,202 --> 00:02:19,271
But, you know,

56
00:02:19,371 --> 00:02:21,875
if you don't want
to spend time with me...

57
00:02:23,175 --> 00:02:25,578
Oh, all right.

58
00:02:25,678 --> 00:02:27,680
Oh! Of course I will need
to find an outfit

59
00:02:27,780 --> 00:02:30,817
more appropriate
for roughing it. Ooh.

60
00:02:30,917 --> 00:02:33,553
See? Told you
she'd want to go.

61
00:02:38,123 --> 00:02:40,392
You pack the bug spray?

62
00:02:38,123 --> 00:02:40,392
Yep.

63
00:02:40,492 --> 00:02:43,196
You got the canteens?

64
00:02:40,492 --> 00:02:43,196
Yep.

65
00:02:43,296 --> 00:02:45,565
Looks like
we're all set then.

66
00:02:50,035 --> 00:02:52,004
Hey!

67
00:02:52,104 --> 00:02:54,640
Gee, Rarity,
did you remember to pack?

68
00:02:54,740 --> 00:02:56,643
Oh, well, see who gets
the last laugh

69
00:02:56,743 --> 00:02:58,377
when you're absolutely desperate
to curl your lashes

70
00:02:58,477 --> 00:03:01,213
and realize you didn't bring
your eyelash curler.

71
00:03:01,313 --> 00:03:04,183
Well, looks like
we're all set now.

72
00:03:04,283 --> 00:03:06,118
But what
about Rainbow Dash?

73
00:03:06,218 --> 00:03:07,352
Isn't Rainbow Dash coming?

74
00:03:07,452 --> 00:03:08,854
Course she is,
sugarcube.

75
00:03:08,955 --> 00:03:11,023
She's gonna meet us
up at our first campsite.

76
00:03:11,123 --> 00:03:12,592
Oh.

77
00:03:11,123 --> 00:03:12,592
All right, y'all,

78
00:03:12,692 --> 00:03:14,894
let's move 'em out.

79
00:03:14,994 --> 00:03:17,430
(<i> majestic theme playing</i> )

80
00:03:20,967 --> 00:03:22,935
Oh, are we there yet?

81
00:03:23,035 --> 00:03:26,405
The last thousand times you
asked that, the answer was no.

82
00:03:26,506 --> 00:03:28,441
This time,
it's actually yes.

83
00:03:28,541 --> 00:03:30,643
There's Rainbow Dash
up there right now.

84
00:03:30,743 --> 00:03:33,413
(<i> upbeat rock theme playing</i> )

85
00:03:41,753 --> 00:03:42,922
Wow!

86
00:03:43,022 --> 00:03:45,024
All right, Scootaloo,

87
00:03:45,124 --> 00:03:48,060
just play it cool.

88
00:03:48,161 --> 00:03:49,562
Hey, Rain--

89
00:03:53,299 --> 00:03:54,933
( clears throat )

90
00:03:55,034 --> 00:03:57,303
Hey, Rainbow Dash,
what's up?

91
00:03:57,403 --> 00:04:00,072
What took
you guys so long?

92
00:04:00,172 --> 00:04:02,307
Well, some of us
didn't pack as light

93
00:04:02,408 --> 00:04:05,578
as the others,
so we were slowed down a bit.

94
00:04:07,112 --> 00:04:10,316
(<i> upbeat theme playing</i> )

95
00:04:15,555 --> 00:04:17,957
Looks like you'll be sharing
a tent with me, huh?

96
00:04:18,057 --> 00:04:19,491
If that's okay
with you.

97
00:04:19,592 --> 00:04:22,028
Sure, long as
you don't snore.

98
00:04:22,128 --> 00:04:24,129
You don't snore,
do you?

99
00:04:24,229 --> 00:04:25,698
Nope, no way,
not me.

100
00:04:25,798 --> 00:04:28,367
Never snored a day
or night in my life.

101
00:04:28,468 --> 00:04:31,704
Then you and I are gonna
get along just fine.

102
00:04:38,110 --> 00:04:40,245
You have to got
to be kidding me.

103
00:04:40,345 --> 00:04:41,981
Sweetie Belle,
do be a dear and see

104
00:04:42,081 --> 00:04:45,018
if you can find some fresh
flowers for my bedside vase.

105
00:04:47,186 --> 00:04:49,221
Hey, Scootaloo,
do be a sweetheart

106
00:04:49,321 --> 00:04:51,223
and see if you can
gather some firewood.

107
00:04:51,323 --> 00:04:53,359
( both laugh )

108
00:04:53,459 --> 00:04:54,527
Seriously though,

109
00:04:54,627 --> 00:04:56,595
can you get us some wood
for the fire?

110
00:04:56,696 --> 00:04:58,064
Of course.

111
00:05:01,634 --> 00:05:04,470
Okay, everybody
get comfortable.

112
00:05:07,340 --> 00:05:08,741
Because I'm about
to tell you

113
00:05:08,841 --> 00:05:10,776
the best story
you ever heard.

114
00:05:10,876 --> 00:05:12,511
Is it about the time
when Rarity had wings,

115
00:05:12,611 --> 00:05:14,479
and then they got ruined,
and then you saved her

116
00:05:14,580 --> 00:05:16,349
from plummeting
to her doom?

117
00:05:16,449 --> 00:05:20,352
Okay, maybe it's the second-best
story you ever heard,

118
00:05:20,452 --> 00:05:23,255
but probably
still the scariest.

119
00:05:23,356 --> 00:05:25,991
You like
scary stories, right?

120
00:05:26,092 --> 00:05:27,259
( gasps )

121
00:05:27,359 --> 00:05:28,995
Mm-hm.

122
00:05:29,095 --> 00:05:31,163
It all happened
on a night

123
00:05:31,263 --> 00:05:33,532
just like this one,

124
00:05:33,633 --> 00:05:37,770
in a forest
just like this...

125
00:05:39,138 --> 00:05:42,141
And then
the Olden Pony asked,

126
00:05:42,241 --> 00:05:46,112
"Who's got
my rusty horseshoe?"

127
00:05:46,212 --> 00:05:47,480
Not me.

128
00:05:48,380 --> 00:05:49,348
You do!

129
00:05:49,448 --> 00:05:50,583
BOTH: Aah!

130
00:05:49,448 --> 00:05:50,583
( laughs )

131
00:05:50,683 --> 00:05:52,118
( coughs then
clears throat )

132
00:05:52,218 --> 00:05:53,553
Something
in my throat.

133
00:05:53,653 --> 00:05:55,455
I wasn't scared at all.

134
00:05:55,555 --> 00:05:57,222
Ha-ha. Good story!

135
00:05:57,322 --> 00:05:59,291
Knew you
wouldn't be scared.

136
00:05:59,391 --> 00:06:00,593
Way you jumped
that cart the other day.

137
00:06:00,693 --> 00:06:03,329
You're like me,
fearless.

138
00:06:03,429 --> 00:06:05,198
Yeah, fearless.

139
00:06:05,298 --> 00:06:06,966
( owl hooting )

140
00:06:07,066 --> 00:06:08,534
Don't worry,
Rarity is here

141
00:06:08,634 --> 00:06:11,103
to keep you safe
and sound. Ooh.

142
00:06:11,203 --> 00:06:12,471
( yawns )

143
00:06:12,572 --> 00:06:15,073
Think it's about time
for me to hit the straw.

144
00:06:15,173 --> 00:06:16,542
( teeth chattering )

145
00:06:16,642 --> 00:06:18,344
Don't you worry,
little sis,

146
00:06:18,444 --> 00:06:20,513
there's no Olden Pony
in our tent.

147
00:06:20,613 --> 00:06:23,416
Heh-heh, that sure
was funny, wasn't it,

148
00:06:23,516 --> 00:06:26,719
how they were all afraid
of the Olden Pony?

149
00:06:26,819 --> 00:06:28,520
But not me. Heh.

150
00:06:28,621 --> 00:06:30,089
That's because
you're tough,

151
00:06:30,189 --> 00:06:32,425
just like when
I was your age.

152
00:06:33,325 --> 00:06:34,326
( screams )

153
00:06:34,426 --> 00:06:35,561
I'm hitting the sack.

154
00:06:35,661 --> 00:06:37,530
Come in whenever
you feel like it.

155
00:06:39,198 --> 00:06:40,365
( branch cracks )

156
00:06:40,465 --> 00:06:41,767
( wind howling )

157
00:06:41,867 --> 00:06:43,235
It's nothing,

158
00:06:43,335 --> 00:06:45,037
just my imagination.

159
00:06:45,137 --> 00:06:46,672
( trees creaking )

160
00:06:46,772 --> 00:06:51,210
And that isn't the thundering
stomp of the Olden Pony.

161
00:06:51,310 --> 00:06:54,580
( animal howling )

162
00:06:58,284 --> 00:07:00,453
( snoring )

163
00:07:05,357 --> 00:07:07,693
( distant voices chattering )

164
00:07:12,665 --> 00:07:15,568
Uh, is anyone
out there?

165
00:07:17,302 --> 00:07:19,839
( hoof beats approaching )

166
00:07:21,140 --> 00:07:23,342
( pony muttering in distance )

167
00:07:23,442 --> 00:07:24,577
(<i> suspenseful theme playing</i> )

168
00:07:24,677 --> 00:07:28,147
( pony muttering )

169
00:07:28,247 --> 00:07:30,450
( panting )

170
00:07:31,617 --> 00:07:35,621
Who's got
my rusty horseshoe?

171
00:07:45,497 --> 00:07:46,899
( sighs )

172
00:07:48,234 --> 00:07:51,370
Who's got
my rusty horseshoe?

173
00:07:51,470 --> 00:07:53,039
( screams )

174
00:07:55,274 --> 00:07:56,275
( panting )

175
00:07:56,375 --> 00:07:59,212
(<i> ominous theme playing</i> )

176
00:08:00,378 --> 00:08:01,747
SCOOTALOO:
Rainbow Da--

177
00:08:01,847 --> 00:08:03,248
You do!

178
00:08:03,349 --> 00:08:05,851
( screams )

179
00:08:05,952 --> 00:08:07,319
( snoring )

180
00:08:07,419 --> 00:08:10,156
( humming )

181
00:08:10,256 --> 00:08:12,725
(<i> suspenseful theme playing</i> )

182
00:08:16,529 --> 00:08:18,664
( Scootaloo humming )

183
00:08:20,166 --> 00:08:22,534
( yawns )

184
00:08:22,635 --> 00:08:24,070
( humming )

185
00:08:24,170 --> 00:08:26,038
What's that noise?

186
00:08:26,138 --> 00:08:28,507
Is there a bug in here?

187
00:08:28,607 --> 00:08:32,077
I don't know about you,
but I slept like a filly.

188
00:08:32,177 --> 00:08:33,545
Best night ever.

189
00:08:33,645 --> 00:08:34,880
Glad you're rested up,

190
00:08:34,980 --> 00:08:36,749
because we've got
a long trek ahead.

191
00:08:36,849 --> 00:08:39,885
Totally gonna be worth it
when we get to Winsome Falls.

192
00:08:39,985 --> 00:08:42,255
Yeah, totally.

193
00:08:44,657 --> 00:08:46,625
( Rarity groans )

194
00:08:46,725 --> 00:08:47,893
Am I sweating?

195
00:08:47,993 --> 00:08:50,229
Oh, I think
I'm sweating!

196
00:08:51,697 --> 00:08:54,433
Oh, uh, but it's
absolutely worth it

197
00:08:54,533 --> 00:08:56,836
to get to spend time
with my little sister.

198
00:08:56,936 --> 00:08:58,504
It's just that
this cart feels like

199
00:08:58,604 --> 00:09:00,472
it's getting heavier
all the time!

200
00:09:00,572 --> 00:09:03,476
APPLEJACK:
I don't care if that cart's
as heavy as a pack of mules.

201
00:09:03,576 --> 00:09:04,943
If we don't
get a move on,

202
00:09:05,044 --> 00:09:07,045
it'll be dark before
we get to the campsite.

203
00:09:07,145 --> 00:09:08,914
Ah, dark?

204
00:09:09,014 --> 00:09:11,984
I'll just ride ahead
to make sure the path is clear.

205
00:09:12,084 --> 00:09:15,454
Now, we don't want to be
out here after dark, right?

206
00:09:15,554 --> 00:09:16,955
Doesn't matter to me.

207
00:09:17,055 --> 00:09:18,790
Well, you know,

208
00:09:18,891 --> 00:09:21,327
it's for
the scaredy ponies.

209
00:09:25,298 --> 00:09:28,167
( yawns )

210
00:09:31,970 --> 00:09:33,439
( gasps )

211
00:09:33,539 --> 00:09:35,240
Don't fall asleep now.

212
00:09:35,341 --> 00:09:39,245
We've got to get
to that campsite before dark.

213
00:09:40,546 --> 00:09:42,214
( snoring )

214
00:09:49,288 --> 00:09:50,823
( growls )

215
00:09:54,360 --> 00:09:56,095
( snoring )

216
00:10:02,935 --> 00:10:04,870
RARITY:
...and that's why it's
always important to bring

217
00:10:04,970 --> 00:10:07,206
your own trough
on any public outing.

218
00:10:07,306 --> 00:10:08,574
( gasps )

219
00:10:08,674 --> 00:10:10,509
Um, don't come this way!

220
00:10:10,609 --> 00:10:12,644
Take the path,
it's, um,

221
00:10:12,744 --> 00:10:15,915
way better than going
through the bushes.

222
00:10:20,052 --> 00:10:21,621
( screams )

223
00:10:24,957 --> 00:10:28,527
You're more nervous than a worm
in an apple on cider-makin' day.

224
00:10:28,627 --> 00:10:30,095
What gives, Scootaloo?

225
00:10:30,195 --> 00:10:31,063
Uh, nothing.

226
00:10:31,163 --> 00:10:32,698
I just thought
I heard something.

227
00:10:32,798 --> 00:10:34,667
( hooting )

228
00:10:32,798 --> 00:10:34,667
Aah!

229
00:10:34,767 --> 00:10:36,735
You sure you're okay?

230
00:10:36,835 --> 00:10:38,203
Because you seem
a little jumpy.

231
00:10:38,303 --> 00:10:39,905
Just getting
my exercise.

232
00:10:40,005 --> 00:10:41,707
You know how important
it is to stretch out

233
00:10:41,807 --> 00:10:44,276
those hind quarters
every so often. Ha.

234
00:10:44,377 --> 00:10:45,678
( croaks )

235
00:10:46,879 --> 00:10:49,281
Uh, do y-you need
a little help?

236
00:10:49,381 --> 00:10:52,251
That's so sweet.
Thank you.

237
00:10:52,351 --> 00:10:54,653
Um, what are
friends for?

238
00:10:54,753 --> 00:10:57,023
( grunting )

239
00:10:58,957 --> 00:11:00,859
No need for tents
tonight, y'all.

240
00:11:00,959 --> 00:11:03,295
We'll just take shelter
in that cave.

241
00:11:04,730 --> 00:11:07,699
All right,
a deep dark cave.

242
00:11:07,799 --> 00:11:10,135
Ha, perfect for the story
I've got for tonight.

243
00:11:10,235 --> 00:11:13,673
All we need is a campfire
and we're good to go.

244
00:11:14,740 --> 00:11:15,807
( gulps )

245
00:11:15,907 --> 00:11:17,676
Of course.

246
00:11:15,907 --> 00:11:17,676
( animal howling )

247
00:11:17,776 --> 00:11:21,046
SCOOTALOO:
I'll be right back with lots
of firewood from the deep,

248
00:11:21,147 --> 00:11:24,616
dark,
not-scary-at-all forest.

249
00:11:24,716 --> 00:11:26,152
Thanks.

250
00:11:27,753 --> 00:11:30,589
(<i> ominous theme playing</i> )

251
00:11:30,689 --> 00:11:32,458
( panting )

252
00:11:34,794 --> 00:11:36,261
( sighs )

253
00:11:36,361 --> 00:11:38,697
Okay, I can do this.

254
00:11:38,797 --> 00:11:42,267
At the count of three,
I will get those branches.

255
00:11:42,367 --> 00:11:46,138
One, two, three!

256
00:11:49,107 --> 00:11:50,209
( sighs )

257
00:11:52,778 --> 00:11:54,880
Here, branches,
branches, branches.

258
00:11:57,616 --> 00:12:00,819
APPLEJACK:
Ooh-whee! It's colder than
a timberwolf's toenail.

259
00:12:00,919 --> 00:12:03,322
Brr!
Where's that Scootaloo?

260
00:12:07,826 --> 00:12:09,995
( screaming )

261
00:12:14,833 --> 00:12:17,236
Here you go!

262
00:12:14,833 --> 00:12:17,236
That's it?

263
00:12:17,336 --> 00:12:19,204
It's all I could find,
because, you know,

264
00:12:19,304 --> 00:12:22,108
there aren't
that many trees around here.

265
00:12:24,843 --> 00:12:26,077
It's all we need.
Why don't you sit

266
00:12:26,178 --> 00:12:27,513
with Rainbow Dash
for a while?

267
00:12:32,417 --> 00:12:34,352
Now, where was I?

268
00:12:34,452 --> 00:12:38,157
Oh, yeah,
the scary part.

269
00:12:38,257 --> 00:12:39,525
( cackles )

270
00:12:41,559 --> 00:12:43,195
Hey, I have an idea.

271
00:12:43,295 --> 00:12:45,797
How about
I tell tonight's story?

272
00:12:45,898 --> 00:12:47,066
All right,

273
00:12:47,166 --> 00:12:48,934
just make sure
it's a horrible one.

274
00:12:49,034 --> 00:12:52,104
SCOOTALOO:
There once was
a really, really nice pony

275
00:12:52,204 --> 00:12:54,673
who lived in
a bright and sunny land,

276
00:12:54,773 --> 00:12:56,709
where there were
rainbows every day

277
00:12:56,809 --> 00:12:59,444
and lots and lots
of happy friends, and--

278
00:12:59,545 --> 00:13:01,880
No offense, but it's not
a real campfire story

279
00:13:01,980 --> 00:13:04,282
unless
somepony's shaking.

280
00:13:04,382 --> 00:13:05,951
I've been told

281
00:13:06,051 --> 00:13:08,387
that these very woods
are haunted...

282
00:13:09,955 --> 00:13:12,658
...by the Headless Horse!

283
00:13:12,758 --> 00:13:15,928
It gallops only at night.

284
00:13:16,028 --> 00:13:18,029
If it doesn't have a head,
then how in tarnation

285
00:13:18,129 --> 00:13:19,764
does this pony
know where it's goin'?

286
00:13:19,865 --> 00:13:22,901
It's headless,
not brainless.

287
00:13:23,001 --> 00:13:26,705
Looking for
little lost ponies...

288
00:13:26,805 --> 00:13:28,974
So where's its brain?

289
00:13:29,074 --> 00:13:30,041
Ugh.

290
00:13:30,141 --> 00:13:33,144
Fear was dripping
from the air...

291
00:13:33,245 --> 00:13:37,782
...and they were never
heard from ever again!

292
00:13:37,883 --> 00:13:39,485
Ah! Never?

293
00:13:39,585 --> 00:13:41,487
Never.

294
00:13:41,587 --> 00:13:42,855
( fire cracks )

295
00:13:42,955 --> 00:13:44,789
( both scream )

296
00:13:44,889 --> 00:13:46,324
( both chuckle )

297
00:13:46,424 --> 00:13:48,327
( teeth chattering )

298
00:13:48,427 --> 00:13:49,494
Don't worry,

299
00:13:49,595 --> 00:13:51,230
you'll be safe
with me tonight.

300
00:13:52,297 --> 00:13:53,965
It's not time
for bed yet, is it?

301
00:13:54,065 --> 00:13:55,434
Afraid so, Scootaloo.

302
00:13:55,534 --> 00:13:56,968
Uh, but

303
00:13:57,069 --> 00:13:59,070
we haven't even sung
any campfire songs yet.

304
00:13:59,171 --> 00:14:01,407
You don't have
to ask me twice!

305
00:14:02,841 --> 00:14:04,843
♪ 99 buckets of oats
On the wall ♪

306
00:14:04,943 --> 00:14:06,845
♪ 99 buckets of oats ♪

307
00:14:06,945 --> 00:14:08,781
♪ Take one down,
Pass it around... ♪

308
00:14:08,881 --> 00:14:10,849
♪ You got 81 buckets
Of oats on the wall... ♪

309
00:14:10,949 --> 00:14:12,817
♪ 41 buckets of oats ♪

310
00:14:12,917 --> 00:14:14,887
♪ Take one down
Pass it around ♪

311
00:14:14,987 --> 00:14:17,522
♪ You got 40 buckets
Of oats on the wall... ♪

312
00:14:17,622 --> 00:14:19,157
♪ One bucket of oats ♪

313
00:14:19,257 --> 00:14:21,092
♪ Take one down
Pass it around ♪

314
00:14:21,192 --> 00:14:25,564
♪ You got zero buckets
Of oats on the wall! ♪

315
00:14:27,299 --> 00:14:28,467
( snoring )

316
00:14:29,935 --> 00:14:31,003
( all yawn )

317
00:14:31,103 --> 00:14:32,538
Good night, sweetie.

318
00:14:31,103 --> 00:14:32,538
Good night, y'all.

319
00:14:32,638 --> 00:14:34,973
Good night, y'all.

320
00:14:32,638 --> 00:14:34,973
Sleep tight.

321
00:14:35,074 --> 00:14:37,176
How about
just one more song?

322
00:14:37,276 --> 00:14:38,743
Anyone?

323
00:14:38,843 --> 00:14:40,245
How about
a dance contest?

324
00:14:40,346 --> 00:14:42,147
I know you love
to cut a rug,

325
00:14:42,247 --> 00:14:44,549
so how about we mess up
a cave floor?

326
00:14:44,649 --> 00:14:46,218
I have a brilliant idea!

327
00:14:46,318 --> 00:14:48,219
Hide and seek,
who's with me?

328
00:14:48,320 --> 00:14:49,521
( yawns )

329
00:14:49,621 --> 00:14:52,124
Maybe tomorrow.

330
00:14:53,358 --> 00:14:54,259
Aww.

331
00:14:54,359 --> 00:14:55,794
Seems like you
don't really want

332
00:14:55,894 --> 00:14:56,862
to go
to sleep tonight.

333
00:14:56,962 --> 00:14:58,329
Is there
some reason why?

334
00:14:58,430 --> 00:14:59,464
( scoffs )

335
00:14:59,564 --> 00:15:01,133
Of course not.

336
00:15:01,233 --> 00:15:04,569
I just love camping and hanging
out with Rainbow Dash so much

337
00:15:04,669 --> 00:15:08,874
that I don't want to waste
a single minute with sleep.

338
00:15:08,974 --> 00:15:11,243
( yawns then chuckles )

339
00:15:11,343 --> 00:15:12,911
Silly sleep.

340
00:15:13,012 --> 00:15:14,880
That's cool
and all, Scoot,

341
00:15:14,980 --> 00:15:16,382
but this pony needs
her shut-eye,

342
00:15:16,482 --> 00:15:18,384
and she needs it now!

343
00:15:19,551 --> 00:15:21,986
Uh, this is so unfair.

344
00:15:22,086 --> 00:15:24,989
( sighs then yawns )

345
00:15:25,089 --> 00:15:28,227
I'm falling aslee...

346
00:15:28,327 --> 00:15:29,628
( snoring )

347
00:15:36,301 --> 00:15:39,405
( hoof beats approaching )

348
00:15:43,108 --> 00:15:45,611
(<i> suspenseful theme playing</i> )

349
00:15:52,951 --> 00:15:54,853
If the Headless Horse
catches me,

350
00:15:54,953 --> 00:15:57,088
I'm never gonna
be heard from again,

351
00:15:57,188 --> 00:15:59,891
and I want
to be heard from!

352
00:15:59,991 --> 00:16:02,461
Whoa! Whoa!

353
00:16:04,729 --> 00:16:05,931
( whimpering )

354
00:16:06,031 --> 00:16:09,234
(<i> ominous theme playing</i> )

355
00:16:12,671 --> 00:16:15,741
SCOOTALOO:
It's all over!

356
00:16:17,675 --> 00:16:19,644
( whimpering )

357
00:16:19,744 --> 00:16:21,479
(<i> dramatic theme playing</i> )

358
00:16:21,579 --> 00:16:24,650
LUNA:
A warm welcome to you,
Scootaloo.

359
00:16:30,922 --> 00:16:32,924
SCOOTALOO:
Princess Luna.

360
00:16:33,024 --> 00:16:34,960
I thought you were
the Headless Horse.

361
00:16:35,060 --> 00:16:38,564
You were mistaken,
but I hope not disappointed.

362
00:16:38,664 --> 00:16:41,633
You are so, so much better
than the Headless Horse.

363
00:16:41,734 --> 00:16:42,967
But what are
you doing here?

364
00:16:43,068 --> 00:16:44,770
Shouldn't you be
in Canterlot?

365
00:16:44,870 --> 00:16:46,638
I am the princess
of the night,

366
00:16:46,738 --> 00:16:49,708
thus it is my duty
to come into your dreams.

367
00:16:49,808 --> 00:16:50,975
Oh, yeah.

368
00:16:51,076 --> 00:16:53,612
Wait, this is
just a dream?

369
00:16:53,712 --> 00:16:56,414
But it feels so real.

370
00:16:56,514 --> 00:16:59,551
I assure you
that you are asleep.

371
00:16:59,651 --> 00:17:01,019
But when you wake,

372
00:17:01,119 --> 00:17:04,690
the thing that frightens
you most will still exist.

373
00:17:04,790 --> 00:17:07,692
Uh, the Headless Horse?

374
00:17:07,792 --> 00:17:09,795
Mm, is the Headless Horse

375
00:17:09,895 --> 00:17:12,464
really what frightens
you the most?

376
00:17:12,564 --> 00:17:13,932
Mm-mm.

377
00:17:14,032 --> 00:17:16,334
I'm afraid Rainbow Dash
will find out

378
00:17:16,434 --> 00:17:19,337
I'm not as tough
as she thinks I am.

379
00:17:19,438 --> 00:17:21,606
Everypony has fears,
Scootaloo.

380
00:17:21,706 --> 00:17:25,043
Everypony must face them
in their own way.

381
00:17:25,143 --> 00:17:26,445
But they must be faced,

382
00:17:26,545 --> 00:17:29,013
or the nightmares
will continue.

383
00:17:29,114 --> 00:17:31,316
( groaning )

384
00:17:34,719 --> 00:17:38,090
Face your fears!

385
00:17:40,625 --> 00:17:42,327
Princess Luna?

386
00:17:43,695 --> 00:17:45,798
Ah, it was just a dream.

387
00:17:46,931 --> 00:17:48,333
( gasps )

388
00:17:48,433 --> 00:17:50,268
But the Headless Horse isn't!

389
00:17:50,368 --> 00:17:52,737
Rainbow Dash said
it lives here,

390
00:17:52,837 --> 00:17:54,906
in these very woods!

391
00:17:55,007 --> 00:17:57,709
( horse whinnying in distance )

392
00:17:59,511 --> 00:18:02,347
It's the wicked whinny
of the Headless Horse!

393
00:18:06,017 --> 00:18:08,554
( whinnies )

394
00:18:08,654 --> 00:18:10,822
( Scootaloo panting )

395
00:18:10,922 --> 00:18:12,591
So it's a horse
without a head,

396
00:18:12,691 --> 00:18:14,926
which means
it doesn't have a mouth,

397
00:18:15,026 --> 00:18:16,461
and if it doesn't
have a mouth,

398
00:18:16,561 --> 00:18:19,731
then it's not
a horse-eat-pony kind of horse.

399
00:18:19,832 --> 00:18:21,265
But still,

400
00:18:21,366 --> 00:18:24,670
it's a horse
without a head!

401
00:18:25,904 --> 00:18:28,707
( screaming )

402
00:18:33,678 --> 00:18:35,680
Hello?

403
00:18:35,780 --> 00:18:37,416
Is anyone out there?

404
00:18:38,650 --> 00:18:41,686
Anyone except
the Headless Horse?

405
00:18:41,787 --> 00:18:43,388
( cracking )

406
00:18:44,956 --> 00:18:46,325
Help!

407
00:18:48,259 --> 00:18:51,897
(<i> dramatic theme playing</i> )

408
00:18:55,166 --> 00:18:58,569
( screaming )

409
00:18:58,670 --> 00:18:59,837
I got you!

410
00:18:59,937 --> 00:19:01,373
Rainbow Dash, is that you?

411
00:19:01,473 --> 00:19:03,709
Thank you! Thank you!

412
00:19:05,544 --> 00:19:08,614
What were you doing out here
in the middle of the night?

413
00:19:14,986 --> 00:19:16,120
It is time for you

414
00:19:16,220 --> 00:19:18,657
to face your real fears,
Scootaloo.

415
00:19:23,695 --> 00:19:26,397
( sighs )

416
00:19:26,497 --> 00:19:28,033
I'm so, so sorry,
Rainbow Dash.

417
00:19:28,133 --> 00:19:29,667
I just wanted you
to hang out with me

418
00:19:29,767 --> 00:19:32,104
and see how cool I was so
you'd take me under your wing,

419
00:19:32,204 --> 00:19:33,572
teach me everything you know,

420
00:19:33,672 --> 00:19:35,707
and become, like,
my big sister.

421
00:19:35,807 --> 00:19:37,742
But then you started telling
those spooky stories,

422
00:19:37,842 --> 00:19:39,544
and I got scared.

423
00:19:39,644 --> 00:19:41,012
I thought I heard
the Headless Horse

424
00:19:41,112 --> 00:19:43,515
so I ran out here
by myself and--

425
00:19:43,615 --> 00:19:47,118
Well, I guess
you know the rest.

426
00:19:47,218 --> 00:19:49,054
( sniffling )

427
00:19:49,154 --> 00:19:51,456
Hey, I'm gonna
tell you something,

428
00:19:51,556 --> 00:19:54,926
but if you ever tell anypony
else, I'm gonna deny it.

429
00:19:55,026 --> 00:19:57,829
First time I heard
those stories,

430
00:19:57,929 --> 00:20:00,131
I was scared too.

431
00:20:00,232 --> 00:20:02,033
You were?

432
00:20:02,133 --> 00:20:03,668
Sure.

433
00:20:03,768 --> 00:20:05,804
I mean, I got over it,
because I realized pretty quick

434
00:20:05,904 --> 00:20:08,139
that if there was such
a thing as a Headless Horse,

435
00:20:08,240 --> 00:20:11,042
I could
totally take it on.

436
00:20:11,142 --> 00:20:13,211
So you're looking
for somepony to take you

437
00:20:13,312 --> 00:20:15,547
under their wing, huh?

438
00:20:13,312 --> 00:20:15,547
Mm-hm.

439
00:20:15,647 --> 00:20:17,949
Yeah, I might be up
for something like that.

440
00:20:18,049 --> 00:20:19,084
Really?

441
00:20:19,184 --> 00:20:20,619
As long as
you don't go falling

442
00:20:20,719 --> 00:20:23,088
into any more rivers
in the middle of the night.

443
00:20:23,188 --> 00:20:25,824
Hm, it's a deal.

444
00:20:29,227 --> 00:20:32,096
(<i> upbeat theme playing</i> )

445
00:20:32,196 --> 00:20:34,666
I call sister teams!

446
00:20:34,766 --> 00:20:37,302
Last pair to make it
to the falls is a moldy carrot!

447
00:20:37,402 --> 00:20:39,938
Ugh, if you insist.

448
00:20:41,306 --> 00:20:42,774
( chuckles )

449
00:20:42,874 --> 00:20:44,576
It is so on!

450
00:20:46,344 --> 00:20:49,514
They think they can beat
the two of us?

451
00:20:51,049 --> 00:20:53,552
(<i> majestic theme playing</i> )

452
00:21:00,658 --> 00:21:03,028
(<i> suspenseful theme playing</i> )

453
00:21:04,962 --> 00:21:06,865
( grumbling )

454
00:21:08,033 --> 00:21:12,337
Who's got
my rusty horseshoe?

455
00:21:14,172 --> 00:21:15,706
RAINBOW DASH:
Here it is, for pony's sake!

456
00:21:15,806 --> 00:21:18,309
Now take it
and stop all your moaning!

457
00:21:18,410 --> 00:21:21,346
Thank you,
and have a nice day.

458
00:21:24,115 --> 00:21:26,285
( Luna laughs )

459
00:21:32,624 --> 00:21:34,860
<i> ♪ My Little Pony ♪</i>

460
00:21:37,028 --> 00:21:39,431
<i> ♪ My Little Pony ♪</i>

461
00:21:49,941 --> 00:21:52,077
<i> ♪ My Little Pony ♪</i>

462
00:21:52,177 --> 00:21:56,548
<i> ♪ Friends ♪</i>

