Sleepless in Ponyville

Sleepless in Ponyville is the sixth episode of the third season of My Little Pony Friendship is Magic, and the fifty-eighth episode overall. Scootaloo has nightmares during a camping trip after hearing Rainbow Dash’s campfire stories.

Production and development
In the week before the episode's scheduled premiere, show head writer Meghan McCarthy wrote on Twitter that the episode's premise was submitted on July 29, 2011.

The camping trip
Rainbow Dash compliments Scootaloo's scooter-riding. In the Cutie Mark Crusaders clubhouse, Scootaloo speculates that Rainbow Dash might become her mentor. Apple Bloom suggests that Scootaloo join her, Applejack, and Rainbow Dash in camping at Winsome Falls that weekend. Sweetie Belle convinces Rarity to come as well.

The first day
All the ponies except Rainbow Dash meet up at the edge of the woods. Rainbow Dash meets them at their first campsite. Rainbow Dash tells Scootaloo that they will be sharing a tent. At night, Rainbow tells the ponies a scary campfire story about The Olden Pony. Much of it is told offscreen. When she finishes, Rainbow Dash imitates The Olden Pony and asks, "Who's got my rusty horseshoe?" She scares the Crusaders by shouting that they do. Scootaloo mocks their fear while badly concealing her own in an attempt to impress Rainbow.

Rainbow Dash leaves Scootaloo outside the tent. Scootaloo’s fears become more real when she is alone. She quickly enters the tent and falls asleep. Scootaloo “wakes up” when she hears a pony's voice outside. When she exits the tent, Applejack and Rarity's tents are gone. Scootaloo runs out of the clearing. When she looks back, she sees The Olden Pony following her.

Scootaloo slows down and comes face-to-face with The Olden Pony when she turns around. When the pony asks about its horseshoe, Scootaloo gallops back to the campsite. On the way back, she sees Princess Luna in the trees. Scootaloo returns to the tent and finds that The Olden Pony has taken Rainbow Dash’s place.

Scootaloo wakes up from the nightmare and attempts to prevent herself from going back to sleep.

The second day
In the morning, Scootaloo suffers from lack of sleep. However, she lies to Rainbow, saying that the previous night was the "best night ever."

Scootaloo sleeps in the cart as the ponies continue traveling. She wakes up when Applejack mentions that they may not reach the campsite before dark. Scootaloo rushes to check the path ahead and pokes fun at her fellow Crusaders' fear.

Scootaloo has a difficult time staying awake when traveling ahead on the path. She eventually returns to the other ponies. Worried, Applejack walks with Scootaloo, who is extremely jumpy. Scootaloo denies Applejack's concerns and moves away to pull the cart.

The ponies stop for the night in a large cave, and Scootaloo collects firewood. She only gathers a small amount because she is frightened by eyes she sees in the forest. Scootaloo unsuccessfully attempts to tell a happy story. Rainbow tells the story of The Headless Horse (last heard of in Look Before You Sleep) despite Applejack’s interjections. When Rainbow finishes, Apple Bloom and Sweetie Belle are frightened by the sparks from the fire. However, they quickly realize there's nothing to be afraid of.

Scootaloo suggests singing campfire songs to stall before bedtime. Sweetie Belle sings "Ninety-nine buckets of oats on the wall." When she finishes, the ponies go inside the cave to sleep. Scootaloo continues to find alternatives to sleeping, such as a dance competition or game of hide-and-seek. Applejack attributes this to Scootaloo's desire to spend time with Rainbow Dash.

Scootaloo's second nightmare
In her dream, Scootaloo is pursued by The Headless Horse’s hoofsteps in a forest. The Headless Horse approaches her when she falls down a hill. However, Princess Luna appears and banishes the Horse. She explains that it is her her duty as the princess of the night to step into ponies' dreams. Princess Luna tells Scootaloo that when she wakes up, her greatest fear will still exist. Scootaloo admits that she is afraid that Rainbow Dash will find out that she was scared by the campfire stories. Princess Luna says that everypony must face his or her fears. Scootaloo is uncertain, but the dream begins to dissipate.

Facing her fear
Once awake, Scootaloo is still scared by Rainbow Dash's story of The Headless Horse. She leaves on her scooter when she mistakes Rainbow Dash's snoring for the Horse's whinnying. She slides down a hill and toward a river canyon when her scooter hits a rock. When she falls into the river, it carries her toward a waterfall.

Rainbow Dash saves her before she reaches the waterfall and asks why she was outside. Encouraged by Princess Luna’s silhouette in the moon, Scootaloo admits that she was scared and why she pretended to be brave. Rainbow Dash says that she was also scared when she first heard those stories. She promises to take Scootaloo under her wing, and the two hug. The next day, the ponies reach the Winsome Falls, large waterfalls of liquid rainbow. When the other ponies start a race, Rainbow and Scootaloo fly after them together.

The final nightmare
Scootaloo walks down a path in a dreamscape forest, and again The Olden Pony from the first story approaches her, still asking for the rusty horseshoe. She is at first afraid, but then gives a determined look, ready to face her fear. As she does so, a Rainbow Dash appears in her dream with the horseshoe in question and gives it to The Olden Pony. As The Olden Pony thanks them and happily walks away, Scootaloo hears a giggle and looks off to the side to see Princess Luna, who winks at her and smiles at her innovative solution.

Quotes

 * Rarity: I despise camping! All of that... urrgh... nature.


 * 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.


 * Princess Luna: Everypony has fears, Scootaloo. Everypony must face them in their own way. But they must be faced, or the nightmares will continue.


 * Sweetie Belle: I call sister teams! Last pair to make it to the falls is a moldy carrot!
 * Rarity: Ugh, if you insist. [giggles] It is so on!


 * The Olden Pony: 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.