It was hard to explain all the noise and chaos of the Ponyville train station. The colts that pulled the train whinnied impatiently; smoke and dust clouded the entire area, making it hard to breathe. Ponies bustled about impatiently, their idle chatter turning into a loud murmur. That, along with the musky smell of sweaty ponies made it an unpleasant place. Blitzkrieg held his breath, breathing through his mouth for a moment. He looked back behind him at what he could see of Ponyville. This would be the last he'd see of it for a while, and he was desperate to drink it all in to remember it by. A twinge of disappointment hit him when he remembered that Basil had been too upset to wish him goodbye. And that bothered him greatly. He sort of felt like he'd let the farm pony down. But he couldn't be thinking about this now, not when he had another problem on hand.

Where was his brother?

"Stupid brother… we're going to miss the train, thanks to him," Blitzkrieg grumbled, pushing past the crowds and crowds of ponies. "Iron Cross! Iron Cross…! Gah…!" Blitzkrieg hit his head against the train, a small 'clang' emitting from it. "Oi, Blitzie~" Blitzkrieg whipped around to face his brother, who was grinning wildly. "You! Where have you been?"

"Huh? Oh, I was chasing after this real cute pony. It was a Pegasus, though, so I have a feeling I'll see 'im again. I'm not the only Pegasus going to Canterlot, it seems."

"Well, of course. These are the Wonderbolts we're talking about."

"Pft. Either way, they'll see my awesome. We'll be back in our hometown in no time." Iron Cross said, puffing out his chest and flapping his wings excitedly. He jolted when the loud whistle of the train sounded. Blitzkrieg backed up away from the train next to Iron Cross, waiting for the doors to swing open. Steam billowed out for the machine, and with a hiss, the doors opened.

Blitzkrieg and his brother hurried to enter the train and get a good spot. Iron Cross flew up to the top bunker bed.

"I'm the awesomest, so I call top bunk~" He called down, grinning. Blitz rolled his eyes. "Alright, alright…"

"Jeeze, you're just no fun anymore," Iron Cross sighed. Blitzkrieg crawled into his own bed and watched at the train lurched forward, and then began to move, faster and faster out of Ponyville.

Xx

Something Blitzkrieg had gotten used to from living at the farm was waking up with Basil sleeping beside him. It happened almost every other day and flustered the unicorn to no end. But while in the train, he wasn't expecting something like this, so when he opened his eyes to see a certain farm pony nestled up beside him snoring contentedly, he jumped a foot and hit his head on the top bunk. "Basil! W-what are you doing here?" Basil lifted his head, eyes owlish. "Hm? Oh…" He giggled and leaned forward, speaking in a whisper. "I snuck out!" Blitzkrieg blinked, then sighed. "I see… w-wait! What about your brother?"

"That's why I snuck out! I wanted to follow you two, but I don't think he would have let me…" Blitzkrieg groaned. Oh wonderful. Now Cilantro would probably attempt to murder him next time they met. "U-um… a-are you not glad to see me?" Basil asked suddenly, frowning. Blitz jolted. "N-no, I'm just startled…!"

"Oh." Basil shrugged, then scooted closer to Blitzkrieg and cuddled beside him, sighing happily. Blitzkrieg tensed up, face flushing. "…B-Basil, d-do you r-really… have to sleep up against me like this?"

"Of course! Blitzie is big and strong, so he'll protect me if something bad happens, plus he's really warm~"

Blitzkrieg wheezed and laid his head down.

This was going to be a long, long night.

Xx

Union Jack swished his tail, looking up from his book to look out the window, watching the scenery fly past and listening to the soft rumble of the train. Star Banner was snoring loudly on the bunk across from him.

After night had fallen, Jack had suggested he get some sleep for tomorrow, and Star Banner had cried, "No! A hero needs no sle-Zzzzzz…." And had promptly fallen over on his bed, dead to the world.

Jack chuckled and looked down at his book, closing it. He looked behind him to check on Maple Leaf. The light blue Pegasus was chatting with another pony, which was a pale yellow with pink mane. "Oh, so I should start feeding Kumajiro less meat to help him loose weight…?"

Maple prodded the sleeping white, pudgy blob. "Uh-huh. It'll help him lots. But if he gets to skinny or starts to act lethargic, you should take him to a vet… o-or, if it's not too much trouble, maybe me… I live in the shack near the Everfree forest."

"Oh! Okay, thanks, Fluttershy! I'll keep that in mind."

Fluttershy smiled softly. "Oh, right… Kumajiro is such a cute name, but it's an odd one. Um, if you don't mind me asking, who named him…?"

"Huh? Oh, my brothers' friend, Cherry Blossom. He lives near Canterlot, so we may be lucky and see him." Fluttershy nodded.

Union Jack yawned and turned back. He realized he was rather tired himself. The unicorn nudged the book over towards the foot of the bunk and curled up under the covers. As he listened to the dull rumble of the train, Jack dozed off, snoring gently, leaving Fluttershy and Maple Leaf to talk, undisturbed, into the night.