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. In this episode, Scootaloo begins to have nightmares during a camping trip after hearing frightful campfire stories told by Rainbow Dash. The title of the episode alludes to the 1993 romantic comedy film, Sleepless in Seattle.

Production and development
During the week leading up to the episode's scheduled premiere, show head writer Meghan McCarthy wrote on Twitter that the premise for the episode was submitted on July 29, 2011.

Praise from Rainbow Dash
The episode begins with a scene very similar to one in The Show Stoppers; Scootaloo scoots through the town on her scooter, narrowly dodging ponies, and performing a trick around a fast-reacting Granny Smith. The road ahead is obstructed by an overturned cart, and she catches air off it. While she's airborne, Rainbow Dash passes her and comments on her moves. Scootaloo responds to the comment in shock, losing all momentum and falling out of the sky into a pile of hay.

Later, in the Cutie Mark Crusaders' clubhouse, she tells Apple Bloom and Sweetie Belle about this praise, imagining that it was as if Rainbow was promising to teach her everything she knows and "become, like, my big sister". Scootaloo's friends express their doubts about this, though when Scootaloo mentions needing to spend time with her, Apple Bloom says that she and Applejack are supposed to be camping up at Winsome Falls that weekend, and that if Applejack were able to invite Rainbow Dash, then Scootaloo could tag along. Sweetie Belle also expresses a want to join them, and Apple Bloom agrees. Sweetie Belle excitedly tells her rather sceptical friends that she'll get Rarity to come too; after all, she adds as she connivingly rubs her hooves together, Rarity loves camping.

As it turns out, Rarity despises camping (in an exchange reminiscent of one in Sisterhooves Social), but Sweetie Belle tells her how Applejack is taking Apple Bloom, but it doesn't seem like Rarity wants to spend time with her own little sister... and tops this off with an expression of extreme sadness. Just as she planned all along, Rarity quickly folds under the pressure and agrees to join them. The fashionista however compromises on her distaste for the activity by happily focusing on finding an appropriate outfit for "roughing it".

The first day
On the edge of the woods, Scootaloo and Apple Bloom meet Applejack, followed shortly by Rarity, who has packed a mountain of things into a cart being hauled by Sweetie Belle. Rainbow Dash is nowhere to be seen, which concerns Scootaloo, but Applejack assures her that Rainbow will meet them at their first campsite. They then head into the woods.

Some hours (and many "Are we there yet?"s from Rarity) later, they arrive at the campsite, where Rainbow Dash is waiting for them. Rainbow zooms around the area, collecting logs to sit on by ramming them out of trees, and rocks for the fire from a nearby river. Scootaloo reminds herself to play it cool, and promptly ruins it by tripping over one of the logs into a spin, bouncing off the river and crashing into the ground.

The ponies set up their tents, and Rainbow tells Scootaloo they'll be sharing a tent, as long as the filly doesn't snore. As usual, it turns out Rarity has blown things out of proportion; her 'tent' is a huge two-story tent that inflates from a box, containing additional luxuries such as a bedside vase, which she asks Sweetie Belle to find some fresh flowers for. Rainbow asks Scootaloo to fetch some firewood, which she does, and as night falls, Applejack uses a bow drill to light the fire.

Rainbow tells the ponies to get comfortable so she can tell them "the best story you've ever heard". Scootaloo asks if it's the story about Rainbow saving Rarity from a long fall; though Rarity is embarrassed, it's not that story. Eerie music starts, and Rainbow Dash starts telling them a scary campfire story – something that, classically, happened on a night and in a forest exactly like the one they're in at the moment.

The story is about an olden pony (though much of it is told off-screen). At its end, Rainbow asks, imitating the old pony, "Who's got my rusty horseshoe?" She catches the Crusaders off-guard by shouting that they do, sending Apple Bloom and Sweetie Belle screaming to their sisters, and though Scootaloo feigns bravery, it's clearly rattled her, too. Rarity and Applejack reassure their sisters, leaving them feeling comforted. As the others go to bed, Scootaloo pokes fun at their fear while barely concealing her own; Rainbow doesn't appear to notice, as she says Scootaloo reminds her of herself at Scootaloo's age. She also doesn't notice Scootaloo's jumpy reaction at her dousing the fire.

Rainbow Dash goes into her tent, leaving Scootaloo alone outside. Suddenly, the world becomes a lot scarier to the filly; despite attempts to convince herself otherwise, she fears that the olden pony is real, and shoots into the tent. Inside, Rainbow is (ironically) snoring away, despite the fact she asked Scootaloo not to. Scootaloo drops off to sleep.

Scootaloo's nightmare
She almost immediately 'wakes up', as she hears a pony's voice somewhere outside the tent. Fearfully, she goes outside, where Applejack and Rarity's tents seem to have disappeared. Seeing and hearing leaves rustling, and hearing hoofsteps approaching, she runs out of the clearing. She looks back to see a pony wearing only three horseshoes following her; the olden pony from the story Rainbow was telling.

Scootaloo eventually slows down, and backs into a branch, which at first she fears is the tree coming to life to get her; however her reaction breaks the branch, dispelling the illusion. She then turns around to come face to face with the olden pony. As the pony again asks about the horseshoe, Scootaloo screams, and gallops at top speed back to the campsite. On her way, she looks to her right, and catches a glimpse of Princess Luna walking through the trees. Reaching the tent, she dives into it, and attempts to wake Rainbow Dash, only to discover the olden pony has taken her place.

Suddenly, she wakes up again, and realizes it was a nightmare; Rainbow Dash is still snoring next to her. Attempting to prevent herself from going to sleep, Scootaloo starts rocking back and forth while humming nervously to herself.

The second day
In the morning, Applejack and Apple Bloom are packing up their tent. Rainbow Dash, her mane a mess, wakes up having slept soundly, commenting on a noise which she believes to be a bug, but is actually Scootaloo's humming. When Scootaloo turns around, she comments "Best night ever", even though her eyes are swollen and puffy due to lack of sleep. Rainbow tells her that they have a long trek ahead of them.

As the six ponies continue on their way, with Sweetie Belle both hauling the cart and pushing Rarity ahead of her on a mobile lounge chair, and Scootaloo sleeping on the things in the cart, Applejack tells Rarity that they'll need to get a move on, or they won't reach the campsite before dark. Scootaloo immediately wakes up, panicking, and grabs her scooter and helmet from the cart, telling the others she'll check the path ahead, again poking fun at her fellow Crusaders' fear to appear to be brave to Rainbow.

Scootaloo rides down the path, and despite her best efforts can't stay awake. She has several close calls with a sheer cliff, an alligator, a bear and a river (which she crosses by means of the inside of a spinning log) before being launched into the air, landing in a bush again near the other ponies. Quickly, she tells them not to use the bushes, and to stick to the path, as it's "much quicker". Applejack gives her a long look of concern.

Pressing on, Applejack has apparently decided to hang back and walk with Scootaloo to keep an eye on her, becoming even more aware of something being up; Scootaloo is incredibly jumpy, responding to Applejack's stepping on a twig by shooting up into the air and grabbing hold of a cloud, which promptly evaporates under her weight, and she creates a hole in the ground on crash landing. However, she continues to insist that nothing's wrong, eventually offering to help Rarity, taking over Sweetie Belle's position of pulling their cart.

The headless horse
Night falls again, and this time Applejack declares that they won't need tents, as there's a large cave ahead, one which Rainbow describes as perfect for the story she has planned. All they need is a campfire, and like the day before, Rainbow asks Scootaloo to collect the firewood. This time however, Scootaloo sees eyes staring out from the forest, and can't bring herself to collect the firewood. Eventually, by screaming as she does it, she collects a few twigs, making feeble excuses as to why she can't find more. Applejack tells her that it's enough anyway, and lights the fire.

Just before Rainbow can start the night's story, Scootaloo interrupts, asking if she can tell the story; however, the attempt at a nice, happy story falls flat, and Rainbow tells her story, of the headless horse (last heard of in Look Before You Sleep). Despite logical interjections from Applejack about the lack of a head and where this being would keep its brain, Rainbow tells the story. When she finishes, the fire sparks, making Apple Bloom and Sweetie Belle scream again, but they quickly realize there's nothing to be afraid of and fall into laughter while hugging their sisters.

When Rarity mentions sleeping, Scootaloo becomes concerned; in an attempt to stall for time, she protests that they haven't heard any campfire songs. Sweetie Belle happily provides with a rousing version of "Ninety-nine buckets of oats on the wall", sung neither in tune nor in a proper rhythm. It sounds mostly like Sweetie Belle is just screaming the song. Just as the others (sans Scootaloo) fall asleep, she finishes, shouting the last line, waking them all up, then instantly falls asleep herself. Rarity carries her to bed, and they all head inside the cave to sleep.

Even as the ponies prepare to sleep, Scootaloo continues to protest, first suggesting a dance competition, then a game of hide and seek. Again, Applejack asks if anything's wrong, and again, the filly denies it, citing her want to hang out with Rainbow Dash as the reason she didn't want to waste even a minute by sleeping. This excuse is brushed off by Rainbow, who puts corks in her ears and falls asleep. With the others asleep, Scootaloo moans that it's unfair, before falling asleep herself.

Scootaloo's second nightmare
Scootaloo finds herself walking in a forest, but when she stops walking, the hoofsteps don't stop with her. The hoofsteps accelerate, and so does she, not wanting to be caught by the headless horse and never heard from again. Then she trips on a tree root, and falls down a hill. A silhouette appears on the hill, and Scootaloo attempts to back away from it, but the silhouette, which is headless, continues approaching, and rears back as the filly shouts that everything is over.

Just as she thinks the headless horse is going to catch her, another silhouette appears in the moon, and the headless horse evaporates. Princess Luna greets Scootaloo, having banished the dream figure. Flying down before the filly, she explains to Scootaloo that as the princess of the night, it is her duty to step into ponies' dreams. Suddenly aware that it is a dream, the air starts rippling when Scootaloo pokes it.

Princess Luna tells her that when she wakes up, the thing she is most frightened of will still exist; though this isn't the headless horse. Scootaloo admits to the princess that she's afraid of Rainbow Dash finding out how scared she is, and that she isn't as tough as her idol thinks she is. The princess tells her that everypony must face their fears, one way or another, or the nightmares will continue. Scootaloo is unsure, and the dream world begins rippling again, blowing rocks as Princess Luna backwings away from her, aware that Scootaloo is leaving the dream realm. Luna quickly calls out a last reminder to face her fears, and suddenly the nightmare ends.

Facing her fear
Even though she's awake, Scootaloo is still scared by Rainbow's tale, that the headless horse lives in the woods outside the cave they're in. As she looks out from the entrance, she hears a loud whinnying echoing about the cave, and afraid it is the horse, she puts her helmet on and leaves at speed on her scooter. Rainbow then rolls over, her snoring revealed to be the source of the unearthly whinnying.

Driving at speed down a path, batting branches out of her way, Scootaloo attempts to convince herself again that the headless horse isn't real, but doesn't succeed. Suddenly, the scooter hits a rock, and she loses control, sliding down a hill towards a river canyon. She is able to grab a branch to save herself, but the branch snaps, and she is carried downriver towards a waterfall.

As all hope seems lost, and she goes over the waterfall, Rainbow Dash saves her, and demands to know why she was outside in the middle of the night. Scootaloo tears up and turns away, unable to answer, but the silhouette of Princess Luna appears in the moon, and princess tells her that now is the time to face her real fear. Scootaloo decides to pluck up courage, and admits to Rainbow Dash that she was scared, and why she pretended to be brave. Rainbow Dash takes a quick look that no pony else is around them, then admits something of her own; she'll deny it if Scootaloo tells anyone, but she was scared too when she first heard those stories. She promises to take Scootaloo under her wing as long as the filly doesn't go falling into any more rivers in the middle of the night. Scootaloo is only too happy to agree, and the two share a tender hug.

At their destination
The next day, they reach the Winsome Falls, large waterfalls of liquid rainbow, and Sweetie Belle starts a sister team race to them, declaring the last pair to reach them is a moldy carrot. Rarity initially feints disapproval, but quickly picks up speed so she and her sister can get a small head start. Applejack and Apple Bloom give chase soon after, and Rainbow Dash and Scootaloo then start flying after them, Rainbow holding Scootaloo aloft, and they fly up into the clouds.

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

 * Sweetie Belle: And I'll get Rarity to come too! Rarity loves camping!
 * Rarity: I despise camping! All of that... urrgh... nature.


 * 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.


 * Rarity: Oh, are we there yet?
 * Applejack: The last thousand times you asked that, the answer was no. This time, it's actually yes.


 * 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.


 * Rarity: Ohh... Am I sweating? Oh! I think I'm sweating! Oh, but it's absolutely worth it to get to spend time with my little sister.


 * 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-


 * 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.


 * 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!!!! [falls asleep]


 * 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] [excited] It is so on!


 * Rainbow Dash: For Pete's sake, here's your horseshoe.