Applejack, Rainbow Dash
Fluttershy, Pinkie Pie
Derpy cameo: She is one of the ponies dropping roses on the crowd and her rose is the one that Fluttershy catches.
In the scene where Applejack and Rainbow Dash are tossing horseshoes, Rainbow Dash's horseshoe starts in front but in the shot where Applejack's horseshoe is heading towards the post, Rainbow Dash's horseshoe is behind Applejack's first one.
Fluttershy and Rarity appear, but do not speak, in this episode.
Twilight: (Comes upon Rainbow Dash and Applejack, who have fallen behind after their shenanigan-induced rock-slide) Forgive me, girls. I know I'm not an athlete, but shouldn't the running of the leaves actually involve...running?
Pinkie Pie: And they're off! Welcome to the official coverage of the running of the leaves. You know, Spike, despite its name, the leaves don't do any of the actual running. No, that's left to my little ponies.
Spike: Why, yes, Pinkie. It's the running of the ponies that causes the leaves to fall.
Pinkie Pie: Oh, those lazy, lazy leaves.
Spike: Um, Pinkie Pie?
Pinkie Pie: Hey, Spike! What's up? Oh, wait--It's me! I'm Up! (Laughs)
Pinkie Pie: I must say, Spike, that this has been the most interesting running of the leaves in Equestria history.
Spike: Or the most interesting announcing.
Pinkie Pie: But it isn't the running that's been fascinating, it's the lack of running.
Spike: (Standing on Twilight's back, using a stick as a microphone) Fillies and gentlecolts, at the halfway point, our competitors are tied at 5 and 5.
Twilight: Who are you talking to?
Spike: (Gesturing to the crowd that has gathered) Them!
Twilight : (Gasps at the sight of the crowd)
Spike: (After being lassoed by Applejack) How do I get roped into these things? (He and A.J. hear Rainbow Dash grunt, prompting them to look over at her.)
Rainbow Dash: (After lassoing herself and rendering herself suspended from a tree branch) Does this count?
Twilight: (After Rainbow Dash bucks Spike off her back, sending him flying) Rainbow Dash wins the Bronco Buck.
Spike: (Lands on the scoreboard) And I lose.
Spike: (Standing on Twilight's back and talking into a stick like a microphone) Hello everypony, and welcome to the first annual Ironpony competition!
Twilight: Uh, Spike, who are you talking to?
Spike: Um...them (points to Rarity, Fluttershy, and Pinkie Pie arriving).
Spike: Looks like Rainbow's doing her best to catch up.
Pinkie Pie: I'm not sure how ketchup's going to help her in this contest. Now in a hot dog eating contest, it could make them doggies nice and slippery, but personally, I prefer mustard. How about you, Spike?
Spike: Uh, I like pickles?
Pinkie Pie: And...it looks like Applejack has found herself in quite a pickle as Rainbow overtakes her.
Spike: I don't believe it! After a huge setback, Applejack is back at the front of the pack!
Pinkie Pie: She's the head of the pack, all right. The pick of the litter! The cat's pajamas! Oh, wait! Why would Applejack take some poor kitty's PJs? That's not very sporting of her!
Spike: Oookay... Let's get back to the race.
Spike: (about Applejack and Rainbow Dash) You know Pinkie, these two ponies have a bit of a grudge match they're trying to settle, trying to prove who's the most athletic.
Pinkie Pie: (With energy) Yes, and "grudge" rhymes with "fudge".
Spike: Yes it... does? What?
Pinkie Pie: And I like fudge. But if I eat too much fudge I get a pudge and then I can't budge.
Spike: So, no fudge?
Pinkie Pie: No thanks, I had a big breakfast.
Applejack: Twilight? What in tarnation are you doin' here?
Twilight Sparkle: I'm racing.
Rainbow Dash: (bursts out laughing) Good one, Twilight!
Twilight Sparkle: I'm not joking.
Rainbow Dash: What?! You're not an athlete, you're a... well, you're an egghead!
Twilight Sparkle: I am not an egghead! I am well-read.
Rainbow Dash: (whispers to Applejack) Egghead!
Applejack: Have you ever run a race?
Twilight Sparkle: Well, no. (Applejack and Rainbow Dash snigger) But I do know a lot about running.
Rainbow Dash: And you know this from...?
Twilight Sparkle: Books. I've read several on the subject.
Rainbow Dash: (laughs) What'd you read? "The egghead's guide to running"? Did you stretch out your eye muscles to warm up? (laughs) Eye muscles!
Twilight Sparkle: Scoff if you must, Rainbow, but the Running of the Leaves is a Ponyville tradition. And since I'm here to learn, I've decided I should experience it myself.
Applejack: Well I think that's just dandy, Twilight. Good luck! (sniggers)
Rainbow Dash: Yeah. See ya at the finish line... tomorrow!
Friendship Report: Both Applejack and Rainbow Dash learned to be good sports and that friendship can outweigh any competition.
This episode revolves around Applejack and Rainbow Dash.
Twilight's racing number is "42". In the Hitchhiker's Guide to the Galaxy book series, this same number is the answer to the ultimate question of "Life, the universe, and everything".
The title of this episode, "Fall Weather Friends", is a pun on the phrase, "fair-weather friends". A fair-weather friend is someone who is only friends with you when it is convenient or things are going well for you.
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