Song Tags (Number in story text indicates where suggested song should be played; (~) indicates where song ends in story):

(#) - Song Title (Artist)

(1) - Ain't No Rest For The Wicked (Cage The Elephant)

In Tooth And Mane

Episode 2: Idle Hooves

Part 1

~Candor dat viribus alas.~

Applejack had never thought of herself as a worrier. Sort of prided herself on not being one, actually. Some ponies could go from dawn to dusk worrying about one thing or another—a certain highfalutin fashionista came most immediately to mind—and she had never seen the use in wasting her time like that. There wasn't anything on earth that couldn't be fixed with hard work and a good spit-polish, and if it turned out there was, she had already decided long ago that she wouldn't concern herself with it. It made things simpler to think of them as either done or not done, and nothing more or less than that. It felt more productive. More so than worrying, in any case.

And so it was both inexplicable and entirely understandable to Applejack that her stomach had rolled over every time she looked in her friend Twilight's eyes and saw the lids sag lower and lower with every step. They'd walked at least twenty miles in just that first day alone, a total that had come uncomfortably close to wearing out even Applejack. And as Applejack would've told anyone who felt the need to ask, that was no small feat. Which was why it just served to strengthen the prickly sensation of concern in her stomach each time it happened.

She supposed it was because she didn't know what exactly was wrong with Twilight that she was so worried, because she couldn't quite tell whether the things Twilight was thinking about were done or not done. There were many things her friend was, for better and for worse, but one of the few things she didn't have a lick of in any bone in her body was pride. Whatever her reason was for working so hard to cover twenty miles in a day when ten miles would've kept them nicely on schedule, it wasn't anything as simple as wanting to make a good impression. There was something bigger chewing at the straight-laced pony, and it had been biting away ever since they'd left Ponyville that afternoon.

And if only to quiet down both of their nerves enough to let them get some sleep, Applejack was going to find out what it was.

Applejack pushed her hat away from her eyes and back up to the top of her head, then stood. By the time the oncoming darkness had finally forced them to stop for the night, they had already crossed over the craggy mountains west of Ponyville and moved through the overgrown valley on the other side that the six of them had only even seen from a distance once, when they had climbed up to the peak of Mount Hitchell to boot out the dragon napping in the ancient cave at the summit. Where exactly they were now was anypony's guess, but at least the grass beneath Applejack's hooves was soft and the water in the nearby lake was clean. That lake had been a godsend in more ways than one: the only reason Twilight had even agreed to stop once the sun set was because she had nearly fallen into it trying to stumble forward in the uncommonly impenetrable blackness. Once it became clear that they really were calling it a day, everypony more or less collapsed where they stood, and that was where the other four members of the group still remained now. Rarity had mentioned that she packed a tent somewhere in one of her saddlebags, but no one had really felt like bothering to put it up, considering how warm the night was and the fact that every single of them was about to go cross-eyed with exhaustion. Including Twilight.

Applejack picked her way gingerly around Rainbow Dash's outstretched foreleg and walked over to where Twilight had set up for the night. The purple unicorn didn't look like she had fallen asleep as much as passed out, and unwillingly to boot. Her head was slumped against the journal Fluttershy had brought, the faintly lined pages already half-filled with her cramped, cluttered scrawl, and her mouth was hanging open under the loose strands of her mane that had fallen over the side of her face. Her forehead was creased under the strain of a troubled dream, and her snores were quiet like the sighs of a forest canopy shifting in the breeze.

"Twilight?" Applejack whispered, prodding her head gently in the shoulder as she spoke. Twilight snapped to with eyes already wide and lips already spilling excuses.

"Wha…I'm fine!" she heaved back. "Just…just keeping up with the journal here…"

"What'chu still doin' up?"

Twilight shrugged. "I was just…" Her gaze turned back down to the writing splayed across the page. For the first time, Applejack noticed how deeply pressed into the paper the letters were.

"Twi, if there's somethin' you wanna talk about…"

"No, I can't…" Twilight began to say before she cut herself off in mid-sentence. "I'm fine. Just…nervous. About this whole thing. And I couldn't sleep, so I thought I might as well get a start on the log while I'm up. That's all."

Like horsefeathersit is. "What'd ya write about?"


"Doesn't make much sense to fill a whole book with nothin'."

The tears in Twilight's eyes were the last thing Applejack expected to see. "Sugarcube, just tell me what's wrong," Applejack pleaded as Twilight quickly turned away from her, her eyes squeezed shut and pointed back down at Fluttershy's book. "You can trust me."

Twilight shook her head, but the motion could've just as easily been a shudder. Applejack gave her three seconds to say something, then released herself to the urge to do something and wrapped a foreleg around Twilight's back. The purple unicorn might as well have been carved of granite for all that she moved.

"I just want to stop thinking about it," Twilight mumbled after a moment, her voice husky and the tightness in her eyelids seeping away more and more every second. There were a very small number of things that drove Applejack up a tree and ambiguity was about six of them, but at least she had something to go off of now. Sort of.

With her chin propped up behind Twilight's ears, Applejack ended up looking down at the ground in front of them, and that was where she finally noticed a glint in front of Twilight's crumpled saddlebags. She craned her neck forward, and a familiar-looking diadem inlaid with gold and sporting a royal purple gemstone shaped like a star came into view. Applejack wasn't surprised to see that Twilight had brought the crown she'd received after they had first discovered the full power of the Elements of Harmony; they'd all agreed on the way back from Canterlot that it'd be a good idea to bring their respective gifts, just in case they needed to use them during the journey or after it had ended. But the haphazard way the crown had been shoved back into the bag and the dull patches on either side of the rim seemed to point towards it meaning something a bit more inside Twilight's head. Just another unexplainable thing the kooky filly had done that Applejack was going to have to find an explanation for sooner or later.

"Get some sleep, sugarcube," Applejack murmured, pulling slightly away from Twilight's head to give the unicorn room to get up if she wanted to. She didn't move. "And if ya don't wanna think about…think about whatever it is, just think about somethin' different. Like sleepin'." Landsake, when had the air around her eyes gotten so heavy?

Twilight managed a small smile for Applejack's sake, but neither pony had any delusions about its validity. And Applejack didn't have any delusions about getting a straight answer to her question, either. Biting back the sigh building up in the back of her throat, Applejack turned around and made her way back to the matted-down clump of grass she'd been occupying before. It was funny in a way, Applejack thought, that even after almost a year of grand adventures and unexpected brushes with their greatest fears and deepest secrets, she still couldn't even begin to figure out what her best friend Twilight was thinking. They were like apple trees, the two of them: both growing out of the same dirt and showing off the same leaves, but the fruits hidden in the higher branches were different breeds, with different colors, different shapes…different tastes. Twilight's mind was a kind of apple Applejack had never seen before, and it was beyond her capability to give it a name. All she could do was tend to it as best she could, and keep it happy and healthy and away from things that put this kind of a knot in her stomach.

The last one tended to be a problem much more often than the others, she'd begun to notice.

Applejack finally let out the breath she'd been holding in once she reached her spot in the grass and folded herself down into it. Whatever Twilight wasn't telling her, it couldn't be helped now. Each of them had their talents; one of Applejack's was fixing things that were broken. When she could identify what part of a pony was broken, she could usually fix that too, and sooner or later that part always poked out of wherever its owner was hiding it. Of course, waiting for it to be revealed usually involved patience, and that wasn't a trait Applejack saw herself as ever having, but Twilight always seemed to bring out the best in everypony. Given that and the fact that Twilight couldn't keep a secret if it was taped to the bottom of her hoof, Applejack figured she could manage well enough until that time.

Applejack closed her eyes, and felt her legs begin to pulse with the gentle numbness of sleep. A few moments before she lost consciousness, she heard a page tear somewhere behind her, followed by the whispering crunch of crumpling paper. The grass rustled as the paper fell into it, a set of hooves gently padded past her ear, and then the night was still.

• • •

"Up and at 'em, everypony!" a muffled voice called from somewhere beyond the comforting darkness of Applejack's duster. "We're burning daylight here!"

"Then get some marshmallows an' make breakfast," Rainbow Dash grumbled as somepony else yawned loudly. "I'm not gettin' up."

The telltale buzz of incoming magic got the hairs on the back of Applejack's neck standing at attention, and Dash yelled in complaint as the grass rustled around her. "All right, all right, I'm…oh, c'mon!"

"What?" Twilight asked.

"The sun's not even up yet!"

Applejack lifted a forehoof and pushed her hat back from her eyes. Sure enough, the sky was still dark save for a faint halo of light outlining the mountains they'd just crossed the day before. "Yes, it is," Twilight argued back.

"No, it isn't!"

"Yes, it…look over there!"

"Sun. Up. Means the sun is actually up in the sky."

"It is up. We just…can't see it yet."

"I can't see anything yet…"

Another yawn floated out over the bickering. "Oh, do keep your voices down," Rarity begged, her eyes bleary and framed by a mess of violet curls. "It's much too early to be carrying on so."

"Tell her that," Dash growled with half-lidded eyes, flaring out her wings with a hearty flap and starting off towards the lake with her hooves dragging the ground. After a prolonged bout of stretching and a despondent gasp at the state of her mane, Rarity followed suit.

Knew I shoulda cleared things up last night, Applejack thought. She tried to resist the urge to stare at Twilight, and distracted herself by waking up Fluttershy.

"Is it time to go?" the slender pegasus mumbled as Applejack's shadow, now faintly visible as the first rays of true sunlight began to crest over the mountaintops, fell over her.

"Just about," Applejack tried to whisper back before the airspace between them was filled with something blurry, peppy, and pink.

"Absotively posilutely!" Pinkie Pie shouted. "See, the sun's already up!"

Fluttershy craned her neck and squinted over Pinkie's shoulder. "Um…doesn't the sun have to actually be up in the sky for that to…"

"What are you talking about?" Pinkie asked, head bent down low and tail raised and twitching behind her. "It is up!"

Applejack squeezed her eyes shut, counted to five, and opened them again once she was a few paces away from round two of that particular debate. For the first time that morning, she chanced a look in Twilight's direction. The unicorn had her knees locked straight and the corner of her bottom lip clamped between her teeth, and her eyes were glassy and sagging with exhaustion. So she didn't want to be up this early either...well, what in the hay did that mean?

It means she's crazy like a fox, that's what.

"You sure ya don't wanna stick around here for a spell?" Applejack couldn't help but ask.

"Wha…no! No, we…gotta go. Manedrake's not taking breaks, is he?"

"He ain't walkin' across half a continent neither."

"I…" Twilight's eyes froze, then hardened to stone. "We're leaving now," she said. "And that's final." Without waiting for Applejack to reply, Twilight trotted down to the lake to hurry along Rainbow Dash and Rarity.

What are you runnin' away from?, Applejack managed to restrain herself from shouting after her. That didn't mean she didn't mutter it under her breath probably loud enough for Twilight to hear, though. With a significant lack of better ideas of what to do echoing in her brain, Applejack got Fluttershy's attention and motioned for her to follow her to the lake. She had a feeling Pinkie Pie would naturally do the same once she noticed that the rest of the group was gone, and for once her prediction of Pinkie's behavior was actually right.

"Let's get a move on!" Applejack heard Twilight shout as they neared the water's edge.

"Just a miiiinute…" Rarity sang from somewhere off behind a patch of reeds. "You dears finish up breakfast and I'll be out shortly."

"We're eating on the way out," Twilight announced. Rarity wasn't the only one to express her dismay at the prospect.

"But breakfast is the most important meal in a young mare's diet!" she said with great vigor. "Surely you don't mean for us to…"

"Yeah, she means for us to," Rainbow Dash growled as she stalked in front of Rarity. Without even looking in Twilight's direction, she bent over and dunked her head into the water, yanking it back out a few seconds later and sending a arcing spray of water towards Rarity, who with an indignant squeal ducked out of the way in the nick of time. After shaking herself dry—and earning herself another outburst from Rarity—Dash turned to face Twilight, an expression of fuming disdain tainting her magenta eyes.

Twilight was the first to speak. "You ready t-"

"Yep," Rainbow Dash interrupted, her glare not lessening in the slightest.

"All right, then," Twilight continued after a moment's pause. Celestia only knew what that jumble of emotions flashing through her eyes was supposed to be. "Let's go."

No one moved. Eventually, Applejack's protective instincts outweighed her own frustration with Twilight, and she took the initiative. "Y'all heard the pony," she said, moving forward to stand by Twilight. "Time ta clear out."

(1) The standoff was brief, but daunting. After a moment or two more of contentious silence, Rainbow Dash blew the fringe of her mane away from her eyes and lifted off, evading Applejack's glare and ignoring Twilight completely. With a considerably less hostile air about them, the rest of the group soon followed.

Just like the day before, the journey was silent and painfully boring. The valley leveled out into grassy hills after fifteen minutes, and a flat plain after forty-five. Fluttershy proved surprisingly and immensely useful in rooting out the hidden trails cut into the landscape by the wild animals in the region, but the paths were little more than parts in the grass and the horizon looked equally flat no matter how fast they walked. As the day wore on and the unclouded sky grew brighter and hotter, Applejack began to feel her lack of sleep nipping at her hooves and pressing down on the small of her back. The walking was as monotonous as applebucking, but without the satisfaction of seeing your progress; without any idea of how much farther they had to go, it was hard for even Applejack to keep her eyes on the prize.

By the time the sun had reached the top of the sky, the skyline was just as unblemished and uninteresting as it had been when they'd started out that morning. Twilight was looking at her map every ten minutes on the dot, so they had to be going the right way…or were they? For all she knew, the horizon moved away two steps for every one that they took. (~)

Something rustled past them in the grass a few yards away, and Applejack jumped for the hundredth time that day. Without any sense of direction or movement, Applejack felt like she was exposed to everything and anything that wanted to take a piece out of her. She'd never realized that this was one of the reasons she loved working on an apple farm so much: within the sleepy confines of the Apple family orchard, she felt safe, secure, unthreatened. Out here, there was no cover, no shade, and there certainly weren't any apple trees. Out here, there was the constant feeling of being watched, of being followed. Applejack had never thought of herself as a worrier, but this trip seemed to be proving her wrong.

The grass rustled again. Then again, maybe sometimes worrying was justified. Against the advisement of her aching hooves, Applejack pushed herself into a trot to catch up with Twilight, whose nose was still buried in her magically levitated map.

"How far along are we, Twi?" she asked. A bead of sweat pooled at the rim of her hat, and no answer came. "There anyplace 'round here we could set down for a bit?" Applejack continued with a great deal of fairly unfounded optimism.

"Has anyone seen a big rock around here?" Twilight called out suddenly.

"Yeah, she's right in front of us…" Rainbow Dash muttered darkly, looking away when Applejack hissed back at her to hush up.

"I thought we were lookin' for Manedrake," Applejack replied with a cheesy grin, once it became clear that Rainbow Dash's remark had gone either unheard or unacknowledged.

"The next landmark we're supposed to see is a big rock shaped like a raised hoof," Twilight murmured at a volume that made it difficult to tell whether she was talking to the group or to herself. "We should've run into it by now…"

"Maybe we just missed it this morning…" Fluttershy suggested with little confidence, flinching when Rainbow Dash groaned in response.

"Are you serious?" the rainbow-maned pegasus grumbled loudly, her back arched and her hooves dangling limply in frustration. "Ya mean we're gonna hafta go all the way back?"

"Don't be jumpin' ta any conclusions just yet," Applejack replied in place of Twilight, even though her own thoughts were starting to trot down the same path Rainbow's were. "Twilight's got a map, and she knows exactly where we are." Another droplet of sweat trickled down her cheek and slipped in between her lips, filling her parched mouth with the maddening tang of salt. It also didn't help that she was almost positive she had just seen the grass twitch again somewhere off to her left. "You do where we are, right, Twilight?" she half-pleaded out of the side of her mouth.

Just from looking at her face, Applejack could tell that Twilight was just as lost as the rest of them, but Rainbow Dash didn't give her a chance to admit it. "I'll tell you where we are," she said. "Right in the middle'a downtown Nowhereville, that's where!"

"Ooh, is that what this big field is called?" Pinkie asked. "That's much better than the name I had for it!"

"We've been walking for two straight days, and we haven't even seen one of those Seven Vice guys," Dash continued. "Oh, wait, never mind…we haven't seen anything! We're all too tired to keep our eyes open!"

"Keep your voice down, Dash!" Applejack whispered roughly. It wasn't that Rainbow Dash wasn't right; Applejack's head was throbbing something awful and her eyes felt like someone had rubbed sand into them during the night. But she had to get them focused soon, because the grass was moving again and there hadn't been hardly a breath of wind since they'd left Ponyville. Which meant…

"What's the point'a that?" Rainbow Dash snapped back. "No one knows where we are! We don't even know where we are!" And before Applejack's outstretched hooves could reach Rainbow's mouth, she had already opened it wide and raised her voice into a furious shout.

"There's nothing out here!"

The last word left Dash's lips just as Applejack tackled her in midair and dragged her back down to the ground, slapping both her forehooves over Dash's mouth. Rainbow would've screamed in protest, if the brief silence hadn't been ended not by her angry retort, but by another rustle in the grass that was much too close and much too loud for Applejack to pretend it was just a figment of her imagination. Dash's eyebrows flew up in tandem with the rest of the group, and everyone stared with frozen lips at the yellowed-dry grassline, right where the echo of Dash's holler told them to look:


"Y'all hear that?" Applejack whispered. As she spoke, the rustling picked up again, even closer than before.

"I heard that," Twilight said back, her voice distant and nearly hoarse with fear.

Applejack took her hooves off Rainbow Dash's mouth and backed away ever so slightly. Now she could definitely see the grass moving. Now the rustling was a shifting, a pounding of hooves against hard-packed dirt. Rainbow Dash was up now too, her jaw set and her wings spread and bristling for a fight. For a fraction of a second, all Applejack could see was the gleaming silver studs on Dash's shoes.

And then the rustling stopped, the grassline split apart, and out onto the path in front of them walked the most adorable little filly Applejack had ever seen.

The breath Applejack hadn't realized she'd been holding in released itself all at once, and took with it the rest of her strength. As the bone-tired earth pony's legs went weak and the tension in her neck snapped too quickly for her to keep her head up, the filly gave a little cry of surprise. She was an earth pony, with a golden coat and a thick pink mane with the same color and consistency as cotton candy, and the look on her face was less frightened than Applejack might've expected and more bashfully surprised.

"Oh!" she gasped, backing off a bit and revealing something white and flat-looking stamped on her flank where her cutie mark would've gone. "I…I'm sorry. I didn't mean to scare you…"

"Eh, we weren't scared," Rainbow Dash immediately assured her. "What're you doin' out here all alone?"

"Oh, well, um…" the filly mumbled, shuffling her hooves and blinking with long, impossibly cute lashes. It was almost strange how much the filly reminded Applejack of her little sister Applebloom…actually, now that she looked again, her mane really looked more red than pink.

"Are you lost?" Pinkie Pie asked. "Do you need directions? The big mountain's that way!"

"I-I'm not really lost or anything," the filly squeaked. "I just…oh, dear, I hope you're not upset."

"Oh, sweetie, whywould anyone be upset with you?" Rarity asked.

The filly looked away again. "Well, sometimes other ponies don't want me around," she explained softly. "Sometimes they tell me to go away, because they have work to do and they don't want me getting in the way. I want to help them, really…they just always say it's not the right time."

Various coos and sighs slipped out behind Applejack, and even she had to admit that the little filly was about as sweet as a sugarcube. A little too sweet, actually. There was something strange about the little filly…something almost eerie. Like the way her mane seemed to shift colors ever so slightly whenever she moved. And how she was all alone out here in the middle of nowhere when they hadn't seen anything else alive for miles. There was something else too, but…consarnit it, her head was throbbing fit to burst!

With a gentle thump, Rainbow Dash let herself fall to the ground, stumbling a bit as she landed and panting with exertion. Applejack would've asked her what was wrong with her, but a sudden dizzy spell drew all of her attention away to keeping herself steady. "Oh, my…" Fluttershy said. "You must be terribly lonely out here."

"Oh, it's not so bad," the filly said, her voice brightening considerably. "I have lots of friends to play with. Hey, you should come meet them!"

Suddenly, Applejack had had enough. "Well, Ah'm sure glad ta hear 'bout that," she said briskly. "But we got a lotta ground ta cover today and Ah reckon we don't have a lotta time for gettin' off task, so we'd best be getting' on along now…"

"Of course we'll come meet your friends, darling," Rarity interrupted without so much as a by-your-leave. "Oh, and I suppose you'd rather leave her out here in the wilderness to find her own way home?" she continued in a hiss as Applejack flashed a lopsided glare in her direction. "Off task or not, I will not allow you to discard the poor dear so hastily. And no, we are not discussing this."

"Fine by me. Let's decide on it, then," Applejack growled back. "We're leavin'."

"Geez, Applejack, give her a break already," Rainbow Dash cut in. "Didn't you hear what she said?"

"Her family doesn't even want her around!" Pinkie Pie exclaimed, though still somewhat quietly. "That's so sad…"

"She probably hasn't met any new ponies in weeks…maybe even years!" Fluttershy speculated. "We could just stay for a minute or two…"

"Seriously, AJ, what's the big…" Rainbow Dash's jaw split open into a powerful yawn in mid-sentence. "…what's the big deal?"

"There's somethin' that…that just ain't right about this," Applejack stammered back, swallowing back her own yawn more successfully than some of her companions. "I dunno what it is exactly, but it's…don't any of this seem strange to you?"

Dagnabbit, there was something else Ah was thinkin' about her, and Ah can't remember what it was…

"I'll say there's something strange about all this," Rarity replied haughtily, the rest of her statement preceded by a yawn that was soon deftly hidden behind a foreleg. "That you can even entertain the thought of leaving a filly so young all by herself in such barbarous terrain!"

"That's not the poi…oh, confound you ponies! C'mon, Twilight!"

Even before she started walking away, Applejack had a feeling in her gut that Twilight was going to side with Rarity. It had just been one of those kinds of days so far; no reason for it to change now. "We'll visit your friends for just a little bit, okay?" Twilight said to the filly, whose face lit up with joy.

"Oh, yes, yes, of course!" she squealed. "Follow me!"

An immense sigh of relief sounded out from the rest of the group, and Applejack gritted her teeth together. "Mind explainin' ta me why we're stoppin' now, of all times?" she said without loosening her jaw.

"You said it this morning. We need a rest," Twilight replied.

"Ah said there weren't no reason for us ta be takin' things so fast," Applejack seethed. "I didn't say nothin' 'bout stoppin' for everypony who crosses our path!"

Twilight's eyelids fluttered closed for a moment, then snapped back open again. She wouldn't look at Applejack after that. "Just trying to keep everypony happy…"

"Hey, aren'tcha coming?" the filly called back at them. "We can't keep my friends waiting!"

Twilight apologized in a low mutter, then moved up to the front of the group and led them forward towards the filly, who with another beaming grin disappeared into the grass again. Applejack shook her head, but the fog inside refused to leave. With a resigned sigh and an uncomfortable twinge in her stomach, Applejack followed as well.

Applejack could only assume that Twilight still had an eye on where the little filly was going; all she could see from the back of the line was Pinkie's bobbing pink tail and a distant gap in the grass that she guessed was marking the filly's path. She tried to pay attention to where they were going so they could find their way back later, but every so often her sight would fade for a moment and she'd walk thirty paces in a second, or fifteen paces in two. It seemed like she was even more tired now than she was when they'd woken up that morning, and as much as she knew they had to keep going, the prospect of slacking off with whoever this filly was for an hour or two was looking more and more appealing.

It took a minute for Applejack to fully comprehend what she'd just realized: in the whole time since they'd stumbled across her, the little filly they were all now blindly following to Celestia-knew-where had never introduced herself. Applejack didn't even know her name…and the filly didn't even know any of theirs. What kind of pony would do that? What kind of pony would invite six older fillies to come meet her friends when she didn't know anything about them or even what to call them?

A stupid one, Applejack thought. Or one who ain't plannin' on takin' us to see her friends.

Applejack stopped dead in her tracks and narrowed her eyes. It was time to put a stop to all this, pronto. Unfortunately, the mysterious filly was thinking the same thing.

"We're here!" she shouted gleefully, coming to a halt near a scraggly, almost leafless bush that was the only noticeable landmark anypony could see.

"We're where?" Rainbow Dash mumbled, squinting unsteadily at the filly's fluffy, swishing tail.

"It's just in here…" the filly said, stepping to the side and pushing her nose into a barely visible gap in the shrub. "My friends and I come here whenever we want to be alone together. They're all in there now. C'mon!"

For far too long, Applejack's benumbed brain saw nothing wrong with following the little filly through the gap in the bush and into the narrow, pitch-black tunnel that didn't seem quite small enough to really fit behind it. Even when the thought did occur to her, it kept slipping in and out of place inside her mind, like the surface of her brain had been sanded smooth and the notion was a slip of paper that just wouldn't stay balanced on the top. The darkness inside the tunnel was total and unbroken, and were it not for the spongy and slightly damp soil she continued to walk forward on, she might've thought she was already asleep.

"Up here!" the merry voice of the mysterious filly echoed back from somewhere up ahead. There was light in the tunnel now, a tiny pinprick bobbing in the distance that winked on and off every time somepony in front of Applejack walked in front of it. Applejack stumbled forward with hooves of iron, her eyes fixed on the ethereal speck that widened with every step. A minute or two later, the speck became a dot, then a hole, and then Applejack stepped out into blinding sunlight and entered another world entirely. Where the tunnel ended, paradise began.

Applejack and her friends found themselves standing in a clearing surrounded by impossibly tall trees and carpeted with thick, pillowy grass the color of seaweed. The air was marvelously warm and hung heavy with the overpowering scent of lavender, and the wild fruits that glistened in each tree were so ripe that Applejack could almost taste them just by looking at them. A gentle breeze drew a constant calming sigh from the canopy overhead, the leaves twisted together into ornate patterns backlit by the midday sun hidden behind them. Applejack felt filthy just entering the place; her weary, dirt-caked hooves burned against the impeccably soft lawn they had no choice but to stand on. She would've looked around more, but by now it was taking every ounce of willpower she had just to force her eyes open far enough to take in what she'd seen just in the first few feet.

"You…live here?" Fluttershy struggled to ask, her voice slurred like her lips were just a half-step behind her tongue.

"Uh-huh," the filly replied. "We all do."

We? The clearing was empty except for the seven of them. We

"Where…" Now Applejack's lips weren't working either. "Where's your frens…"

"My friends?" The filly blinked, then grinned. "Don't you see 'em?" she giggled. "They're right here!"

Applejack looked around. The ring of trees around the clearing had warped and fused into a solid mass of brown and green. "Huh?"

"Oh, don't worry," the filly reassured her, still smiling. "You'll meet them in a minute or two. Just wait right here, and I'll be back in a second. I've got a super-special surprise for you. You're gonna love it!"

Applejack blinked hard, and the forest reappeared for a fleeting moment. She turned around to face the filly again, but she was already gone and the trees had already swallowed up whatever trail she'd left behind.

"Isn't she just…a doll?" Rarity said through her largest yawn yet. She made no attempt to cover it up this time. "Looks just like…like Sweetie Belle."

"You're c-c…crazy," Dash said, swaying on her hooves like a top at the very end of its spin. "She's a…a dead ringer for Scootaloo…"

"Actually, I-I thought she looked like…" Fluttershy's head sagged, then jerked up again. "Like…"

Without warning, Pinkie Pie's legs folded underneath her, and with a whispery thud she fell clumsily into the grass, the shimmering blades softening her fall and gently supporting her head and neck. The hyperactive earth pony was asleep before she hit the ground. Fluttershy was the next to go, her final attempt at finishing her thought fading away into a dull murmur as she collapsed next to Pinkie.

One by one, the rest of Applejack's friends fell where they stood. The sunlight streaming through the microscopic gaps in the leaves overhead was unnaturally bright now, and as the throbbing ache in her skull began to morph into a searing roar, the light seemed to pulse in time with her heartbeat, a sound that within seconds drowned out all other sounds in the forest. Applejack shuddered, groaned, and then with one last heavy sigh the world shifted ninety degrees and the grass was running up her back and tickling the bridge of her nose.

There was somethin' elsesomethin' else. The gaps between pulses of light were getting longer. Somethin' else I wadn't supposed ta forget…

The clearing narrowed to a flickering point far off in the distance, and suddenly a memory shoved its way to the front of Applejack's subconscious: Princess Celestia, her face lit from below by a row of sputtering white candles, and her eyes creased in concern.

The bonds between true friends…

Her lips moving.

Remember that, and live by it.

Saying something to them.

All I can tell you is to remain vigilant…

Warning them.

…and to be careful about whom you trust.

In an instant, the noise in her ears ceased, and Applejack's chest seemed to cave in on itself. Her panic giving her an extra burst of strength, she strained against the invisible ropes binding her to the ground and lifted her head up to look for a way out. But all she saw was the treeline off in the distance, a single ray of sunlight illuminating a small circular area a few feet in front of her…

And the most terrifying golden-haired, pink-maned little filly Applejack had ever seen standing right in the center of the halo of light. Still smiling.

"It was very nice of you to come here with me," she said softly, her voice dropping all the way to a whisper for her next sentence. "I get very lonely out here sometimes."

Words were beyond Applejack's abilities by now, but she still tried to force out a cry for help. The little filly's smile flattened out, and nothing but a choked gurgle left the larger pony's throat.

"I think we're going to be good friends," she said. "You go to sleep now…and don't wake up until you're ready to leave."

Applejack blinked. Why was her heart pounding so hard? Where was she? No, she knew that. She was in a clearing in the prairie past the mountains, and she was scared because this filly was…who was this filly? She'd told them her name once, but she couldn't quite remember…something important. She was supposed to remember something important…

Applejack blinked again, and her head fell back against the grass. And as the white light from above swept through her eyes and the feeling of the grass against her skin began to dwindle away, Applejack began to wonder. She wondered why the filly was staring at her like that. She wondered why the grass was so beautiful, and she was so dirty. She wondered why she was so very, very tired.

And as the darkness swept in and all that was and would never be ceased to exist, Applejack wondered who those other ponies were that were sleeping over there next to her. She thought she might like to meet them once she woke up.

A/N: For the record, I own Cage The Elephant's entire first album on a physical CD and love most everything on it. I just still love that song the most. So in answer to the silently judgmental question I'm sure at least one of you is asking: no, that's not the only song I've heard by them.

If anyone's here from ED (or just from anywhere, actually), reviews are always appreciated.