Transcripts/Sleepless in Ponyville


 * [bits clinking]
 * Scootaloo: [wings buzzing]
 * [ponies yelping]
 * Scootaloo: Whoo-hoo!
 * Rainbow Dash: [sips] Nice moves, kid.
 * Scootaloo: Nice moves? Rainbow Dash thinks I've got–
 * [thud]
 * Scootaloo: [gasps] ...nice moves!
 * Bessie: [moos]


 * [theme song]


 * Scootaloo: ...Then, all of a sudden, I'm airborne! And Rainbow Dash looks over and was like, "Nice moves, kid."
 * Apple Bloom: Woooow.
 * Sweetie Belle: She really said that?
 * Scootaloo: I mean, it's like she practically told me she wanted to take me under her wing, teach me everything she knows, and become like my big sister!
 * Apple Bloom: I dunno about all that.
 * Sweetie Belle: It was a really nice compliment and all, but...
 * Scootaloo: I know, I know. But all that stuff I said could happen, right?
 * Apple Bloom: Sure.
 * Sweetie Belle: Absolutely.
 * Scootaloo: I just need to find a way to spend some time with her, y'know, so she can see more of my awesomeness.
 * Apple Bloom: Well... Applejack and I are supposed to be campin' up at Winsome Falls this weekend. Maybe I could get my big sis to invite Rainbow Dash, and then you could come, too!
 * Scootaloo: Really?!
 * Apple Bloom: Sure!
 * Sweetie Belle: I wanna go...
 * Apple Bloom: Well, duh, of course you can go!
 * Sweetie Belle: And I'll get Rarity to come too! Rarity loves camping!


 * Rarity: I despise camping! All of that... [shudders] ...nature.
 * Sweetie Belle: Applejack's going with her little sister. But, y'know, if you don't wanna spend time with me... [squee]
 * Rarity: Oh, all right! Ooh! Of course I will need to find an outfit more appropriate for 'roughing it'. Ooh!
 * Sweetie Belle: See? Told you she'd wanna go.


 * [water running]
 * Applejack: You packed bug spray?
 * Apple Bloom: Yup. You got the canteens?
 * Applejack: Yup. Looks like we're all set then.
 * [cart trundling]
 * Rarity: Hey!
 * Applejack: Gee, Rarity, did you remember to pack?
 * Rarity: Oh, well, let's see who gets the last laugh when you're absolutely desperate to curl your lashes, and you realize you didn't bring your eyelash curler.
 * Applejack: Well, looks like we're all set now.
 * Scootaloo: But what about Rainbow Dash? Isn't Rainbow Dash coming?
 * Applejack: 'Course she is, sugarcube. She's gonna meet us up at our first campsite.
 * Scootaloo: Oh.
 * Applejack: Alright, y'all, let's move 'em out!


 * Rarity: Oh, are we there yet?
 * Applejack: The last thousand times you asked that, the answer was no. This time, it's actually yes. There's Rainbow Dash up there right now.
 * [crunch]
 * [thump]
 * [splash]
 * Scootaloo: [quietly] Alright, Scootaloo, just play it cool. [normal] Hey Rai–
 * [wobbling noise]
 * [thud]
 * Scootaloo: [clears throat] Hey, Rainbow Dash! What's up?
 * Rainbow Dash: What took you guys so long?
 * Applejack: Well, some of us didn't pack as light as the others. So we were slowed down a bit.


 * [hammering]
 * Rainbow Dash: Looks like you'll be sharing a tent with me, huh?
 * Scootaloo: Heh, if that's okay with you.
 * Rainbow Dash: Sure! Long as you don't snore. You don't snore, do you?
 * Scootaloo: Nope. No way. Not me. Never snored a day or [laughs nervously] night in my life.
 * Rainbow Dash: Then you and I are gonna get along just fine.
 * [pop]
 * [wind blowing]
 * Rainbow Dash: You have got to be kidding me.
 * Rarity: Sweetie Belle, do be a dear and see if you can find some fresh flowers for my bedside vase.
 * Rainbow Dash: [mimicking Rarity] Scootaloo, do be a sweetheart and see if you can gather some firewood.
 * Apple Bloom and Scootaloo: [laughing]
 * Rainbow Dash: Seriously though. Can you get us some wood for the fire?
 * Scootaloo: Of course!


 * [fire lighting]
 * Rainbow Dash: Okay, everybody get comfortable, 'cause I'm about to tell you the best story you've ever heard.
 * Scootaloo: Is it about the time when Rarity had wings, and then they got ruined, and then you saved her from plummeting to her doom?
 * Rainbow Dash: Okay, maybe it's the second best story you've ever heard. But probably still the scariest. [spookily] You like scary stories, right?
 * Scootaloo: [gasps] Mm-hmm.
 * Rainbow Dash: It all happened on a night just like this one, in a forest, just like this...


 * Rainbow Dash: ...And then, The Olden Pony asked, [mimicking aged voice] "Who's got my rusty horseshoe?"
 * Sweetie Belle: Not me!
 * [suspenseful pause]
 * Rainbow Dash: You do!
 * Apple Bloom and Sweetie Belle: [screaming]
 * Rainbow Dash: [laughing]
 * Scootaloo: [clears throat] Something in my throat. I wasn't scared at all, heheh. Good story.
 * Rainbow Dash: Knew you wouldn't be scared. The way you jumped that cart the other day, you're like me – fearless.
 * Scootaloo: [nervously] Yeah. Fearless. [teeth chattering]
 * [owl hoots]
 * Rarity: [coddling] Don't worry. Rarity is here to keep you safe and sound. Ooh!
 * Applejack: [yawns] Think it's about time for me to hit the straw.
 * Apple Bloom: [trembling]
 * Applejack: Don't you worry, little sis. There's no 'Olden Pony' in our tent.
 * Scootaloo: [nervously] Haa, that sure was funny, wasn't it? Heheh. How they were all afraid of The Olden Pony? Heh, but not me, heh!
 * Rainbow Dash: That's because you're tough, just like when I was your age!
 * [splash]
 * Scootaloo: [yelps]
 * Rainbow Dash: I'm hitting the sack. Come in whenever you feel like it.
 * [twig snaps]
 * [leaves rustling]
 * Scootaloo: [nervously] It's, it's nothing... Just my imagination...
 * [branches creaking]
 * Scootaloo: [nervously] And that isn't the thundering stomp of The Olden Pony...
 * [wolf howling]
 * [zip]
 * Rainbow Dash: [snoring loudly]
 * [distant muttering]
 * Scootaloo: I-Is anyone out there?
 * [hoof stamps]
 * [branches creaking]
 * The Olden Pony: [mumbling]
 * Scootaloo: [gasp] [panting]
 * The Olden Pony: Who got my rusty horseshoe?
 * Scootaloo: [gasp] [panting] [neighs]
 * [roar]
 * [snap]
 * Scootaloo: [sighs]
 * The Olden Pony: Who's got my rusty horseshoe?
 * Scootaloo: [cries] [dash] [panting] Rainbow Dash–?
 * The Olden Pony: You do!
 * Scootaloo: [yelps]
 * Rainbow Dash: [snores]
 * Scootaloo: [nervous humming]


 * Scootaloo: [nervous humming]
 * Rainbow Dash: [yawns] What's that noise? Is there a bug in here? [sighs] I dunno about you, but I slept like a filly.
 * Scootaloo: [nervously] Best night ever.
 * Rainbow Dash: Glad you're rested up, because we've got a long trek ahead. Totally gonna be worth it when we get to Winsome Falls.
 * [eerie noises]
 * Scootaloo: Yeah... Totally... [twitches]


 * Rarity: Ohh... Am I sweating? Oh! I think I'm sweating! Oh, uh, but it's absolutely worth it to get to spend time with my little sister. It's just that this cart feels like it's getting heavier all the time!
 * Applejack: I don't care if that's cart's as heavy as a pack of mules. If we don't get a move on, it'll be dark before we get to the campsite!
 * Scootaloo: [gasps] Dark?! [wings buzzing] I'll just ride ahead and make sure the path is clear. We don't wanna be out here after dark, right?
 * Rainbow Dash: Doesn't matter to me.
 * Scootaloo: Well, y'know, [hushed] it's for the scaredy-ponies, heheh.


 * Scootaloo: [yawns]
 * [thump]
 * Scootaloo: [gasps] Don't fall asleep now... We've got to get to that campsite before dark... [snores, continues over]
 * [bonk]
 * Crocodile: [growls]
 * Bear: [licks lips] [chomps] [grunts]
 * Rarity: [fades in] That's why it's always important to bring your own trunk on any public outing.
 * Scootaloo: [gasps] Um... don't come this way! Take the path! It's, heh, way better than going through the bushes.


 * [twig snaps]
 * Scootaloo: [yelps]
 * [poof]
 * [crunch]
 * Applejack: You're more nervous than a worm in an apple on cider making day. What gives, Scootaloo?
 * Scootaloo: Heh, nothing, just thought I heard something, aheh.
 * [owl hoots]
 * Scootaloo: [yelps]
 * Applejack: You sure you're okay? You seem a little jumpy.
 * Scootaloo: Just getting my exercise! You know how important it is to stretch out those hindquarters every so often, aheh.
 * [frog croaking]
 * [bells ringing]
 * Scootaloo: Uh, d-do you need a little help?
 * Rarity: That's so sweet, thank you.
 * Scootaloo: Um... what are friends for? [sounds of exertion]


 * [cart creaking]
 * Applejack: No need for tents tonight, y'all. We'll just take shelter in that cave.
 * Rainbow Dash: All right! A deep, dark cave! Perfect for the story I've got for tonight. All we need is a campfire, and we're good to go.
 * Scootaloo: [gulps] [nervously] Uh, of course...
 * [wolf howling]
 * Scootaloo: [nervously] I'll be right back with lots of firewood from the deep... dark... not-scary-at-all forest!
 * Rainbow Dash: Thanks.
 * [creatures growling]
 * Scootaloo: [breathing heavily] [sighs] Okay. I can do this. On the count of three, I get those branches. One... two... three! [trembling] [sighs] [nervously] Here, branches branches branches...
 * Applejack: Bbbbrrr! Hoo-wee! It's colder than a timberwolf's toenail. Bbbrr! Where's that Scootaloo?
 * Scootaloo: [panicked laughing] Here you go!
 * Rainbow Dash: That's it?
 * Scootaloo: It's all I could find, 'cause, y'know, there aren't that many trees around here!
 * Applejack: It's all we need. Why don't you sit with Rainbow Dash for a while?
 * [fire starts]
 * Rainbow Dash: Now, where was I? Oh yeah, the [spookily] scary part. [laughs evilly]
 * Scootaloo: Hey, I have an idea! How about I tell tonight's story?
 * Rainbow Dash: Alright, just make sure it's a horrible one.
 * Scootaloo: There once was a really really nice pony who lived in a bright and sunny land, where there are rainbows every day, and lots and lots of happy friends, and–
 * Rainbow Dash: No offense, but it's not a real campfire story unless somepony's shaking. [spookily] I've been told that these very woods are haunted...
 * Scootaloo: [gulps]
 * Rainbow Dash: [spookily] ...by The Headless Horse! It gallops only at night–
 * Applejack: If it doesn't have a head, then how in tarnation does this pony know where it's goin'?
 * Rainbow Dash: It's headless, not brainless. [spookily] ...looking for little lost ponies–
 * Applejack: So where's its brain?
 * Rainbow Dash: Ugh. [spookily] Fear was dripping from the air...[crossfades out]


 * Rainbow Dash: [spookily] [crossfades in] ...and they were never heard from ever again!
 * Sweetie Belle: [gasps] Never?
 * Rainbow Dash: Never.
 * [fire sparks]
 * Apple Bloom and Sweetie Belle: [screaming] [laughing]
 * Scootaloo: [trembling]
 * Rarity: Don't worry, you'll be safe with me tonight.
 * Scootaloo: It's not time for bed yet, is it?
 * Applejack: 'Fraid so, Scootaloo.
 * Scootaloo: Uh, but we haven't even sung any campfire songs yet! [squeak]
 * Sweetie Belle: You don't have to ask me twice!
 * [thud]
 * Sweetie Belle: [out of rhythm and out of tune] Ninety-nine buckets of oats on the wall, ninety-nine buckets of oats! Take one down, [crossfades] pass it around, you got eighty-one buckets of oats on the wall, [crossfades] forty-one buckets of oats! Take one down, pass it around you got forty [pauses] buckets of oats on the wall! [crossfades] ...buckets of oats! Take one down, pass it around, you've got zero buckets of oats on the waaaaaaaalllllll!!!! [snores]
 * Other ponies: [yawning]
 * Rarity: Good night, Sweetie Belle.
 * Applejack: Good night, y'all.
 * Apple Bloom: Good night, y'all.
 * Rainbow Dash: Sleep tight.
 * Scootaloo: Oh, just one more song! Anyone? [whoosh] How about a dance contest? I know you love to cut a rug, so how 'bout we mess up a cave floor? I have a brilliant idea! Hide and seek! Who's with me?
 * Apple Bloom: [yawns] Maybe tomorrow.
 * Scootaloo: Aww.
 * Applejack: Seems like you don't really wanna go to sleep tonight. Is there some reason why?
 * Scootaloo: Pfft, of course not! I just love camping and hanging out with Rainbow Dash so much that I don't wanna waste a single minute with sleep! [yawns] Heh, silly sleep.
 * Rainbow Dash: That's cool and all, Scoot, but this pony needs her shut-eye and she needs it now!
 * Scootaloo: Ugh, this is so unfair... [yawns] I'm falling asleep... [snores]
 * [water dripping]


 * [hoofsteps]
 * [hoofsteps increase speed]
 * [vehicle accelerating]
 * Scootaloo: [gasps] If The Headless Horse catches me, I'm never gonna be heard from again! And I wanna be heard from! Woah, woaaah! Ugh! [grunts] Woah!
 * [running hoofsteps]
 * Scootaloo: It's all over! [cries hysterically]


 * Scootaloo: [panting] Aaah!
 * Princess Luna: [echoing] A warm welcome to you, Scootaloo.
 * [poof]
 * Scootaloo: Princess Luna! I thought you were The Headless Horse!
 * Princess Luna: You were mistaken, but I hope not disappointed.
 * Scootaloo: You are so, so much better than The Headless Horse. But what are you doing here? Shouldn't you be in Canterlot?
 * Princess Luna: I am the princess of the night. Thus it is my duty to come into your dreams.
 * Scootaloo: Oh, yeah... Wait, is this just a dream? But it feels so real!
 * [reverberating drumbeat]
 * Princess Luna: I assure you that you are asleep. But when you awake, the thing that frightens you most will still exist.
 * Scootaloo: [nervously] Eh... The Headless Horse?
 * Princess Luna: Hmmm... Is The Headless Horse really what frightens you the most?
 * Scootaloo: Mm-mm. I'm afraid Rainbow Dash will find out I'm not as tough as she thinks I am.
 * Princess Luna: Everypony has fears, Scootaloo. Everypony must face them in their own way. But they must be faced, or the nightmares will continue.
 * Scootaloo: [nervous whine]
 * [rocks tumbling]
 * Princess Luna: Face your fears!


 * Scootaloo: –Princess Luna?! [sighs] It was just a dream.
 * [water dripping]
 * Scootaloo: [gasps] But The Headless Horse isn't! Rainbow Dash said it lives here, in these very woods!
 * [distant whinnying]
 * Scootaloo: It's the wicked whinny of The Headless Horse! [wings motoring]
 * Rainbow Dash: [whinny-like snoring]


 * Scootaloo: [panting] So it's a horse without a head... which means it doesn't have a mouth... and if it doesn't have a mouth, then... it's not a horse-eat-pony kind of horse... but still... it's a horse without a head!
 * [tires screeching]
 * Scootaloo: Whoa, whoa! [whining]
 * [river rushing]
 * [splash]
 * Scootaloo: Hello?! Is anyone out there? [nervously] Anyone except The Headless Horse?
 * [branch cracking]
 * Scootaloo: Heellllp–
 * [splash]
 * Scootaloo: [gasps for breath]
 * [splashing]
 * Scootaloo: [screams, fades out]
 * [whoosh]
 * Rainbow Dash: I gotcha!
 * Scootaloo: Rainbow Dash! Is that you? Thank you, thank you!
 * Rainbow Dash: What were you doing out here in the middle of the night?!
 * Princess Luna: [echoing] It is time for you to face your real fear, Scootaloo!
 * Scootaloo: [sighs] I'm so, so sorry, Rainbow Dash! I just wanted you to hang out with me and see how cool I was so you'd take me under your wing, teach me everything you know, and become like my big sister! [takes breath] But then you started telling those spooky stories and I got scared! I thought I heard The Headless Horse so I ran out here by myself, and... [crying] ...well, I guess you know the rest. [sniffling]
 * Rainbow Dash: Hey, I'm gonna tell you something, but if you ever tell anypony else, I'm gonna deny it. First time I heard those stories... I was scared too.
 * Scootaloo: [sniffles] You were?
 * Rainbow Dash: Sure! I mean, I got over it because I realized pretty quick that if there was such thing as a Headless Horse, I could totally take it on. So, you're looking for somepony to take you under their wing, huh?
 * Scootaloo: Mm-hmm.
 * Rainbow Dash: Yeah, I might be up for something like that.
 * Scootaloo: Really?
 * Rainbow Dash: As long as you don't go falling into any more rivers in the middle of the night.
 * Scootaloo: [giggles] It's a deal!


 * [waterfalls rushing]
 * Sweetie Belle: I call sister teams! Last herd to make it to the falls is a moldy carrot!
 * Rarity: Ugh, if you insist. [giggles] It is so on!
 * Rainbow Dash: They think they can beat the two of us?
 * Scootaloo: [wings fluttering]


 * The Olden Pony: [grumbling] Who's got my rusty horseshoe?
 * Rainbow Dash: Here it is, for pony's sake. Now take it and stop all your moaning.
 * The Olden Pony: Thank you, and have a nice day.
 * Princess Luna: [chuckles]


 * [music]
 * [credits]