Well... technically the title it misleading.

Most of the episode takes place outside of Ponyville and there is in fact sleep. 0/10

Nah. just kidding!

Quite the contrary, this episode is more of a 10 really! Seriously, this episode is easily the best of the season so far and one of my new favorites. I think what really works for this episode is that A) its the first episode where Scootaloo is the main character it feels like a season 1 episode.

What I mean is that it starts off a new relationship between characters, that of Rainbow Dash and Scootaloo, and it feels like something that was missing from the first season. Certainly it has been greatly implied that Rainbow Dash would be some kind of mentor to Scootaloo, but it was never really made official, hell they even outright say she's like her big sister, which was something that Scootaloo lacks when compared to the other CMC members.

Having a big sister as a mentor has been a huge theme conveyed over the CMC story arch. Applebloom has had Applejack and Sweetie Belle has had Rarity, for better or worse. Its really present during Sisterhooves Social which shows the relationship between Sweetie and Rarity as well the Apple sisters, but what I found odd about that episode was the fact that the third CMC filly was not involved...

...But yeah... that's because she... doesn't have a sister...

But now in Season 3 we get Sleepless in Ponyville, an episode that feels long overdue for more reasons than one! But other than being a key character development episode, is it a good episode on its own?

Umm... hell yeah!

The basic plot of the episode is that Scootaloo wants to hang out with Rainbow Dash so she can impress her. She wants Rainbow Dash to take her under her wing. She wants Rainbow Dash to be not just her mentor, but a big sister.

I can't help but feel this could be an effect of seeing Sweetie and Applebloom with their big sisters and Scootaloo i left out. When I think of it that's actually really depressing even! We don't even know if Scootaloo has a family, but it is implied she has no big sister and Rainbow Dash is the next best thing.

As the episode goes on they have a big sisterhooves camping trip! Here the characters work near perfectly. Applejack and Applebloom are the two outdoorsy sisters that are in their element and get along. Sweetie Belle and Rarity are foils of one another where Rarity has her high maintenance antics and Sweetie works REALLY hard to keep her happy. And then we get a new character arch Rainbow Dash and Scootaloo.

They seem to work similar to the Sweetie and Rarity sister dynamic where Scootaloo tries her best to impress Rainbow Dash's high standards of "awesomeness". Though they aren't much foils of one another despite appearing so. Remember Rainbow Dash trying to hide her reading hobby? She shows a facade at times to keep her image, and Scoots tries to do the same. So they are more of false foils. Characters who appear different, but are totally the same.

Now of course I'm not spoiling much by saying that of course scary stories are told and they scare the CMC gang, but Scootaloo tries to act tough despite probably being the most frightened. And as the title implies she later has trouble sleeping.

She has nightmares which are REALLY well done! They convey her fears well. They might not be all that frightening, but do remember it is a kid's show, so it will have those classic kiddie frights that would make you reach for your blankie. And really these type of spooky scares would make more sense for Scootaloo seeing her age. There is a really neat way they have her discover the root of all her fears within her nightmares, that I wouldn't dare spoil for you, but long fans of the series will appreciate it.

But the episode does a REALLY good job conveying its message. And the end of the episode is possibly one of the best endings to an episode I have seen since... well... "Sonic Rainboom"! This is by far the best episode Season 3 has had so far and probably one of the best CMC episodes yet.

Hell, it might have even snuck its way into my top 10!

Speaking of Rainbow Dash, next week we get to follow more of her dreams to join the Wonderbolts!

Maybe some elements of this episode would carry over. I'd really like to have Scootaloo appear more often in Rainbow Dash themed episodes.