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Recap / My Little Pony: Friendship Is Magic S3 E6 "Sleepless in Ponyville"

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Could it just be the snoring?

Rainbow Dash: I've been told that these woods are 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. ...Looking for little lost ponies—
Applejack: So where's its brain?

Written by Corey Powell

Scootaloo is riding through Ponyville and catching air off an impromptu ramp when Rainbow Dash drops in and says she has "nice moves". Thus Scootaloo becomes obsessed with getting the pegasus mare to take her under her wing. Apple Bloom invites the two to come along on a weekend camping trip with her, Applejack, Sweetie Belle, and (with a little convincing) Rarity. The trip goes off without a hitch as Scootaloo does everything she can to impress Rainbow Dash—but she starts to fray around the edges that night when Rainbow Dash tells a scary campfire story about a spooky Olden Pony searching for her missing rusty horseshoe. Scootaloo puts on a brave face that earns her a compliment from Rainbow Dash for her "fearlessness" but can't get a wink of sleep after suffering a terrible nightmare about the Olden Pony.

The other ponies voice their concerns to the increasingly jumpy filly the next day, but Scootaloo plays it cool, unwilling to admit to her fears in front of Rainbow Dash. This coolness doesn't last long when she sees their next campsite: a deep, dark and spooky-looking cave. Scootaloo's nerves are further frayed when Rainbow Dash decides to tell another scary story, this time about the Headless Horse, who comes to haunt her dreams. Just as it corners Scootaloo, the Headless Horse is vaporized by Princess Luna, who's doing her nightly rounds around Equestria and monitoring the dreams of her subjects. Luna urges Scootaloo to confront her real fear—losing Rainbow Dash's approval—or the nightmares will never stop. With that, Scootaloo wakes up.

With her latest nightmare still fresh in her mind, Scootaloo zooms off into the forest, but she takes a bad fall and ends up in the river. She is washed downstream toward certain doom but is saved by Rainbow Dash, who admonishes her for wandering off in the middle of the night. Remembering Princess Luna's words, Scootaloo finally opens up about her fears and her desire to have Rainbow Dash as a big sister figure. Rainbow Dash then reveals a secret: those scary stories she told terrified her when she was younger. She agrees to take Scootaloo under her wing, and they rejoin the group for an enjoyable weekend. Later, Scootaloo finds herself confronting the creepy Olden Pony again, but this time dreams up Rainbow Dash, who produces the missing rusty horseshoe and sends the Olden Pony on her way. Scootaloo's nightmare turns into a happy dream, while Luna looks on with approval.


  • An Aesop: Everyone is afraid of something, and must face their fears sooner or later.
  • Anger Born of Worry: After Rainbow Dash saves Scootaloo from the waterfall.
    Rainbow Dash: What were you doing out here at the middle of the night??!
  • Anthropomorphic Zig-Zag: The characters sit on logs at the campsites in a human-like fashion throughout the episode.
  • Are We There Yet?: Rarity says this a lot, though the only time we get to see it is when the answer is actually "yes".
  • Art Shift: Scootaloo's last dreamscape is noticeably brighter-colored and less ominous than the others, hinting that this time things will go a bit differently.
  • Ascended Meme: When Scootaloo lands on her back approaching Rainbow Dash at the first site, you can hear the sound of a turkey gobbling.
  • Aside Glance: Granny Smith winks at the audience right after dodging one of Scootaloo's tricks to show she saw it coming this time.
  • Big Damn Heroes:
    • Luna appears to banish the Headless Horse in Scootaloo's nightmare.
    • Rainbow Dash saves Scootaloo just as she falls over the Inevitable Waterfall.
    • Dream!Rainbow Dash saves Scootaloo from the Olden Pony.
  • Big Entrance: Luna's still got it. Her face appears in the moon with glowing eyes before she appears in a flash of light, vaporizing the Headless Horse in the process. It befits her tastes but is much more heroic.
  • Big Fancy House: Rarity's tent is not only heavily decorated, but it's big enough to have a second (albeit small) story.
  • Big Sister Instinct: Finally revealed to be how Rainbow feels about Scootaloo. Not only does she treat her kindly during the trip, she rushes to her aid when she realizes Scoots is in danger, gives a speech not unlike an older sibling that was worried sick about a younger one, takes time to comfort her and finally takes her under her wing.
  • Blush Sticker: Rarity gets these when Scootaloo reminds her of the events of "Sonic Rainboom".
  • Brief Accent Imitation: Rainbow Dash in regards to Rarity's attitude toward roughing it.
  • The Cameo:
    • Fluttershy's bear.
    • Hayseed Turniptruck can be seen in one of the cold opener shots.
  • Catapult Nightmare: Scootaloo shoots up in her sleeping bag because of the Olden Mare.
  • Character Development:
    • Scootaloo, given this was her first spotlight episode.
    • Very notable in Applejack and Rarity. Applejack is becoming more aware of Apple Bloom's feelings, comforting her when she's scared, etc, compared to her blissful ignorance of Apple Bloom's bullying in "One Bad Apple". Rarity agrees to go camping with Sweetie Belle and although she does make Sweetie pull her suitcases uphill, she still comforts Sweetie Belle when she gets scared and uses her magic to carry Sweetie Belle into the tent when she falls asleep.
    • Rainbow Dash gets points for confessing she's not always tough and confident to Scootaloo, as well as happily accepting the role as Scootaloo's big sister. Aww.
    • Princess Luna, now even with a bad-ass role of Princess of the Night to patrol ponies' dreams and helping Scootaloo to face her fears.
  • City Mouse: Rarity with Lots of Luggage in tow.
  • Continuity Nod:
  • Cool Big Sis:
    • While it's no secret that Scootaloo idolizes Rainbow Dash, this episode confirms that Scootaloo sees Rainbow Dash as a role model. By the end of the episode, her wish comes true.
    • Apple Bloom and Applejack, and with Sweetie Belle and Rarity; their big sisters are the first thing they cling to after being spooked.
  • Cool Old Lady: Granny Smith is the only pony not affected by Scootaloo dashing by; in fact, she dodges in a way to allow one of Scootaloo's trick stunts. Looks like she's learned from experience.
  • Crazy-Prepared: For someone who despises camping, that's a sweet pup tent Rarity sets up. She also prepares for eventualities like needing to curl one's eyelashes in the middle of the woods.
  • Curb-Stomp Battle: Princess Luna verses the Headless Horse ends with a single ZAP!.
  • Cute, but Cacophonic: Sweetie Belle's really off her game; campfire songs must not be her thing.
  • A Day in the Limelight: A focus episode for Scootaloo and her first one at that.
  • Dream Walker: Luna spends her nights patroling dreams. She enters Scootaloo's nightmare and teaches her to face her innermost fears.
  • Drives Like Crazy: As always, Scootaloo causes a ruckus in the opener.
  • Dynamic Entry: Luna makes her entrance into Scootaloo's dream by vaporizing the Headless Horse that was attacking her.
  • Eat the Camera: When Scootaloo has to leave the safety of the wagon to collect some branches for firewood, she runs screaming into the camera.
  • Epic Fail: Scootaloo's "cool" attempt at greeting Rainbow Dash at their first campsite turns from walking up to her to tripping over a log and tumbling over her while airborne.
  • Exhausted Eye Bags: Scootaloo, after the first night of nightmares, clearly didn't get any sleep.
  • Face Your Fears: The Aesop of the episode, with an emphasis on facing the deeper fears that cause smaller ones.
  • Failed Attempt at Scaring: Rainbow Dash tells a Ghost Story about a headless pony. This scares Scootaloo, but Applejack just heckles the story by asking where the horse's brain is if it has no head.
  • Fancy Camping: Rarity brings along a fancy-looking two-story tent with her. It's even shown as the trope's image.
  • Fear Is Normal: Scootaloo has been plagued by nightmares as a result of Rainbow Dash's spooky stories about the Headless Horse. She does not want Rainbow to know about this, as she fears she will think less of her. When Rainbow saves her from an Inevitable Waterfall, she admits to Rainbow that her tales have freaked her out. Rainbow confesses that those stories scared her when she was younger as well and that she is not the only one.
  • Foreshadowing: Luna can be seen briefly in Scootaloo's first nightmare.
  • Fridge Logic: invoked Discussed by Applejack when Rainbow Dash tries to tell a campfire story about The Headless Horse. First she asks how it can know where it's going without a head, and Rainbow retorts it's headless, not brainless. Applejack then of course asks where it's brain is.
  • Fruit Cart: An overturned one blocks Scootaloo's path while she's scootering—she uses it as an impromptu ramp.
  • Funny Background Event: Rarity and Sweetie Belle unpacking while Rainbow Dash and Scootaloo discuss sharing a tent.
  • Furry Reminder:
    • Dash's snoring on the second night sounds like a horse.
    • On the first night of their trip, Applejack says it's time to "hit the straw", instead of the usual expression "hit the hay". Straw is the traditional bedding for horses and ponies; hay is one of their staple foods. note 
  • Ghost Story: Two of them, both told by Rainbow Dash. Scootaloo tries to defy it when she offers to tell her own story, but fails.
  • Gravity Is a Harsh Mistress: Scootaloo in the Cold Open catches big air but cannot fly.
  • Heavy Sleeper: One has to wonder how no one is woken by Scootaloo's screams of terror except for Rainbow Dash and she was wearing earplugs. Thankfully, she wakes up in time to save Scootaloo from plunging off a waterfall despite said earplugs.
  • Hidden Depths: Rainbow Dash was afraid of something?
    Rainbow Dash: I'm gonna tell you something, but if you ever tell anypony else... I'm gonna deny it.
  • Hoist by His Own Petard: Sweetie Belle gets Rarity to go camping but has to carry her cart. However, she's extremely pleased to have Rarity along, regardless of the burden but it doesn't stop her from turning the reins to Scootaloo when she offers.
  • Human Pack Mule: Sweetie Belle and later Scootaloo drag Rarity's cart.
  • Hypocritical Humor: Rainbow Dash stresses to Scootaloo that she's fine with Scootaloo sleeping in her tent so long as she doesn't snore. Rainbow Dash then snores throughout the night. Justified, in that many people who snore don't realize it, unless someone else tells them. Since Rainbow Dash normally sleeps way up in the clouds (or in a tree), well out of earshot of the other characters, it could simply be that no one's ever told her she snores like a chainsaw.
  • In Name Only: The title is just about the only Shout-Out to Sleepless in Seattle: all the more apparent when the episode is sandwiched between a rather obvious Homage to The Empire Strikes Back and a wonderfully flagrant Whole-Plot Reference to Top Gun.
  • Inevitable Waterfall: Scootaloo falls into a river and is swept toward one because she can't fly yet.
  • Ironic Echo Cut: When Sweetie Belle expresses interest in the camping trip and wants to bring Rarity.
    Sweetie Belle: (Hoof Rubbing) Rarity loves camping!
    Rarity: I despise camping!
  • Lampshade Hanging: Applejack does this to Rainbow Dash's story about the Headless Horse, asking how it knows where it's going, and where its brain is. Which raises the question of why AJ didn't pose the question to Twilight Sparkle when she first heard the story. A bit of Fridge Brilliance too, since Applejack has heard this story before and isn't as affected by it as she was later on because she's had time to think on it.
  • Literary Allusion Title: To Sleepless in Seattle.
  • Lots of Luggage: Rarity has a huge cart-load of luggage, and makes Sweetie Belle pull it, presumably as payback for guilt-tripping her into coming along. Applejack wastes no time lampshading it.
  • Madness Mantra
    • The Olden Pony in the nightmare has "Who's got my rusty horseshoe?"
    • Scootaloo humming to herself all night from fear of the Olden Pony.
  • Mundane Made Awesome: Rainbow Dash setting up the camp site. It seems she waited for the rest to reach the site so she'd have an audience.
  • Never Say "Die":
    • When bringing up the events of "Sonic Rainboom", Scootaloo talks about how Rarity was "plummeting to her doom" when her fall clearly would have killed her.
    • Regarding what happens to the Headless Horse's victims:
    Scootaloo: If the Headless Horse catches me, I'll never be heard from again! And I wanna be heard from!
    Scootaloo: (when cornered by the Headless Horse) It's all over!
  • Nightmare Fuel: In-universe, the ghost stories that Rainbow Dash tells are literal Nightmare Fuel for Scootaloo.
  • Nightmare Sequence: What Scootaloo goes through, driving the plot of this episode.
  • Nonindicative Name: While the episode is called "Sleepless In Ponyville", most of it didn't take place in Ponyville itself.
  • Offscreen Moment of Awesome: Most of Rainbow Dash's stories are told off-screen.
  • Old Shame: In-Universe Example: When Scootaloo brings up how Rainbow Dash saved Rarity's life at the Best Young Flyer Competition, Rarity blushes.
  • Ooh, Me Accent's Slipping: Tabitha St. Germain's Luna voice sounds very similar to her Rarity voice in this episode.
  • Orbital Shot: Used to establish the forest as a scary place for Scootaloo.
  • Out-of-Character Moment: Sweetie Belle singing badly? She CAN be a bit loud.... Blame the Rule of Funny.
  • Playground Song: "99 Buckets of Oats on the Wall", which Sweetie Belle sings in its entirety.
  • Plummet Perspective: When Scootaloo is hanging from the branch over the river, we watch her scooter as it falls into the water.
  • Puppy-Dog Eyes: Sweetie Belle uses them and a guilt trip to make Rarity come along on the trip.
  • The Reveal: You didn't really think Rarity was going to carry all of her own luggage, did you?
  • Royals Who Actually Do Something: We finally see exactly what Princess Luna does; patrol dreams, zap nightmares, and help fillies face their fears.
  • Rule of Symbolism: Luna's interpretation of Scootaloo's dream invokes this trope, specifically Jung's theory of dreams communicating unconscious fears through more obvious symbols.
  • Scenery Porn: The rainbow waterfalls sure are something.
  • Scratchy-Voiced Senior: The elderly, homeless mare has a very scratchy, deep voice.
  • Security Cling: The CMC grab each other and their respective idols at various points when scared.
  • Shout-Out:
    • Rarity's camping ensemble looks a lot like Audrey Hepburn's.
    • The "Olden Pony" and her lost horseshoe seems to have been inspired by "The Golden Arm" and other similar folktales.
    • Scootaloo being grabbed by a tree branch in her nightmare is similar to Snow White's hallucinations in the forest.
    • The Headless Horse is inspired by the Headless Horseman from "The Legend of Sleepy Hollow".
    • Scootaloo's precarious but unscathed scooter ride while sleeping is reminiscent of a Mr. Magoo cartoon.
    • Rainbow Dash at rest looks like Misato Katsuragi in a similar state.
    • Musical cues during the scene where Rainbow Dash tells Scootaloo how scared she was as a filly, and during the scene at the waterfall, share a common melody to "No One Is Alone" from Sondheim's musical Into the Woods (itself having been used before as the influence for "At the Gala" from "The Best Night Ever", and "Art of the Dress" from "Suited for Success").
    • Rarity's tent is what many wizarding tents in Harry Potter are, but also on the outside.
  • Shown Their Work: Zig-zagged. When it's time to light a campfire, Applejack uses a curved stick with a string attached to spin another, straight stick to light the fire. While accurate in that it's an almost textbook bow drill set, a real life bushcraft tool, it's incorrect in that it doesn't create the fire outright it only creates the embers, which you drop on a pile of tinder to only then start the fire proper.
  • Sleepwalking: While scouting ahead, Scootaloo dozes off on her scooter, harkening near danger several times but eventually landing safely in a bush a bit down the path.
  • Spooky Animal Sounds: During the weekend forest camping trip, Scootaloo finds herself gripped by terror at the idea of spending the night in the forest and spends both nights startling at a variety of intimidating noises, with wolf howls punctuating creaking branches and blowing wind.
  • Stylistic Suck: Sweetie Belle's campfire song, along with the backing music, is deliberately terrible for comedy.
  • Surprise Jump:
  • In one case, the surprise leads to Scootaloo doing a Ceiling Cling to a low-flying cloud.