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Scootaloo is Rainbow Dash’s biggest fan and wishes that she would take her on as an “older sister” figure, and wants to impress her to accomplish that end. As a result, Apple Bloom and Sweetie Belle tell her to come with them, their older sisters, and Rainbow Dash on a camping trip. While on the trip, she works hard to impress Rainbow Dash. On the first night, Rainbow tells a scary story which terrifies Apple Bloom and Sweetie Belle, but Scootaloo, in spite of being scared too, claims it didn’t scare her at all to put on a “brave face”. However, that night, she’s terrorized by nightmares of a hag pony looking for a rusty horseshoe, just like in Rainbow Dash’s story, and doesn’t sleep at all. The next day the sleep deprivation shows as she goes to the campground, and she frequently makes attempts to avoid moving around in the dark and avoid going to sleep, especially when Rainbow Dash tells a second scary story, this about the Headless Horse, which scares her even more. Eventually she falls asleep from exhaustion and has another nightmare about being stalked by the Headless Horse, but this time, to her surprise, Princess Luna comes to her rescue. She explains, being the goddess of the night, she’s also the watcher of dreams of everyone in Equestria. She also tells Scootaloo that her “true fear” will still be there when she wakes up, and her nightmares will continue until she faces it. On awakening, Scootaloo fears the Headless Horse is out to get her and flees for it, and as a result falls into a ravine and nearly goes over a cliff until Rainbow Dash saves her in the nick of time. When she asks why she went out, Scootaloo finally confesses that the stories scared her and she was ashamed to admit it for fear that Rainbow would reject her. On doing so, Rainbow Dash confesses the stories scared her too when she was younger and, on hearing her desire, agrees to become a mentor to Scootaloo. The next day, on arriving at the falls, Rainbow Dash pairs up with Scootaloo for a race, just like Apple Bloom pairs with Applejack and Sweetie Belle pairs with Rarity, and that night, when Scootaloo has a nightmare about the hag pony, Rainbow Dash appears in the dream and drives her off…and Scootaloo sees Luna winking at her from the trees.


To anyone who thinks Season Three didn’t have an episode that wasn’t a masterpiece, I submit this. In an season full of rushed episodes and plot holes, this is pure gold. Possibly the best of Season Three and one of the best of the series overall.

Everything “clicks” in this episode. The humor is great, the characters are great, the plot is great, none of the characters seem to just “be there”… There’s just so much right with this episode that I can’t really find anything bad, even to nitpick, about it.

This is Scootaloo’s first episode devoted to her and man, what a great episode to go on. Apple Bloom’s character is pretty much constantly looking for her Cutie Mark and fending off bullying. Sweetie Belle doesn’t really have a character aside from interacting with Rarity and being overexcited. Scootaloo actually has some depth to her. Whereas until now she’s been portrayed mostly as the “Larry” of the CMCs, and occasionally a Rainbow Dash fan, this fleshes her out both in her determination to impress Rainbow Dash as well as her own fears and insecurities. While she always seems like the toughest and strongest of the CMCs, this really brings home how she feels less secure than Apple Bloom and Sweetie Belle in that they always have a “big sister” they can run to and she doesn’t. Rather, she wishes the person she admires the most would become that sort of figure to her.

Sure, Rainbow Dash is a bit rough in this episode, but she comes back toward the end. Especially at the end. Until now, Rainbow Dash seems to have regarded Scootaloo mostly as a potential fan/toadie and nothing more. In this episode she really stops to look at her and, it seems, sees a lot of herself in her. The end is just so sweet…another time I’ve come close to tearing up watching the show. First there’s how Scootaloo and Rainbow Dash hug, but even better is soon after where Rainbow Dash “helps Scootaloo soar”.

And, let us not forget, Princess Luna. It seems the writers finally found a niche for her to appear semi-regularly on the show, and what a niche it is. In this episode, the “specter” of Nightmare Moon is dead. While Luna still comes off as powerful and mysterious, she’s also clearly a source of comfort and safety for the foals of Equestria. But more than that; Luna actually taking an active role in helping her subjects is another master stroke. In a way, one can argue she’s even more effective at helping others than Celestia…at least, in the way Celestia is normally portrayed. She definitely seems more interested in their welfare. She doesn’t speak in riddles or “faint nudges”; she clearly goes up to Scootaloo and tells her that she needs to face her real fear if she wants an end to the nightmares, appears in the moon to urge her on, and, finally, gives Scootaloo a bit more relief in her dreams at the end. Yet another reason Luna is Best Pony.

A fantastic episode. Why couldn’t every episode in Season Three be like this?

Fun Facts:

Although it has little to do with it, the title is a takeoff of “Sleepless in Seattle”.

Finally, in the third season, we get an episode focusing on Scootaloo.

In the beginning of this episode, Granny Smith nimbly dodges Scootaloo and then winks at the “fourth wall”. This is probably the single biggest indication of how Granny Smith has changed since Season One, when she was a frail, barely-motile pony. In that season, the exact same scene played out with her nearly getting run over by Scootaloo and her going off on an “elderly tirade”.

Rarity’s “crying couch” returns at the campground.

The story that Scootaloo mentions is what happened in “Sonic Rainboom”. Somehow Scootaloo was watching. 😛

This episode hints at another reason why the scary stories effect Scootaloo so much…Apple Bloom and Sweetie Belle both have an older sister to “cling to for comfort”. Scootaloo doesn’t have anyone. 😦 Aw.

The scary stories that Rainbow Dash tells are both inspired by real scary stories. The first story is a takeoff of the classic “ghost going after the missing body part” stories, such as “The Big Toe”, “The Golden Arm”, or, debatably the progenitor of them all, the folk tale “Talypo”. Each involves a character taking something from a body, ghost, or monster, and being stalked by them until the end…at which point the storyteller will usually jump and scream in a way accusing one of the listeners to the story. The second story is a knockoff of the Headless Horseman in “The Legend of Sleepy Hollow”.

Well, either Scootaloo or Rainbow Dash has a teddy bear…who is it? 😛

The trees in Scootaloo’s first nightmare are the same as from “Friendship is Magic”, the Season One Premiere. Kind of funny considering later in this episode when we find out Luna can control dreams…and she was behind the trees in the pilot episode… As well as the fact that Luna is briefly seen walking in the background in that sequence. Is…Luna a “troll” too? :X

The second story Rainbow Dash tells has been told once before back in Season One. Twilight Sparkle told the story of the “Headless Horse” to Rarity and Applejack.

The return of “Sweetie Belle is not a good singer”. 🙂

I’m sorry…Rainbow Dash and Scootaloo hugging is just all types of cute. 😀 That deserves to be pointed out.


4.5 Stars out of 5