Equestria Ninjas: The Movie

by Wildcard25

Rating: teen
Tags: Crossover, Sunset Shimmer, Twilight Sparkle, Main 6, My Little Pony: The Movie, Other, Romance, Spike, Comedy, Teenage Mutant Ninja Turtles, Adventure
Length: 26931

The ninjas and humans of New York come together with their pony friends when the Storm King invades Equestria, and they must save it

The Festival of Friendship is interrupted when the Storm King Invades Equestria. Now Princess Twilight and her friends and ninja friends must ban together and voyage to lands unknown to look for help to stop the evil King and save Equestria.

Published 2018-01-06 22:10:14 UTC
Last updated 2018-02-15 20:19:26 UTC

The Festival of Friendship

Equestria is a special place home to many different kinds of creatures. Dragons, griffons, yaks, buffalo, donkeys, changelings, and so much more. But the most notable and ever growing population of creatures are ponies. The ponies ranged from unicorn, pegasi, and earth pony, with some other species like Crystal or Alicorn. But this is the story of how a group of ponies and their allies from another world came together and saved the land from total takeover.

In the kingdom of Canterlot, ponies from all across the land were gathering together to partake in the newest celebration to ever be held. The Festival of Friendship.

Hey! Hey! Hey!

Hey! Hey! Hey!

See the ponies trottin' down the street

Equestria is where they wanna meet

They all know where they wanna go

And they're trottin' in time

And they're trottin', yeah

They got the beat

They got the beat

They got the beat

Yeah, they got the beat

Go-go music really makes us dance

Do the pony, puts us in a trance

Do the watusi, just give us a chance

That's when we fall in line

'Cause we got the beat

We got the beat

We got the beat

Yeah, we got it!

In the kingdom square, ponies were all gathering together as excitement was in the air. The Festival of Friendship was underway as many were decorating and bringing out delectable treats to be served.

In the sky Rainbow Dash was clearing the clouds away so it would be bright and sunny, "Sky's cleared and ready for the festival!" she flew down.

On the ground level, Pinkie was busy making balloon animals, and had just finished making one of Discord. Unfortunately air started leaking from one of the balloons and was strong enough to push her back. Fluttershy was conducting an orchestra of birds, until the balloon flew past her, and Pinkie chased after it, "Heads up, Fluttershy! Out of control balloooooon!"

She ended up causing the birds to disperse, but Fluttershy comforted one, "I don't think it's the balloon that's out of control, Pinkie Pie!"

Walking over while carrying a cart was Applejack, "Hey, ya'll. Anypony up for some free samples of my family's apple cider? "

Upon hearing that, Rainbow flew past A.J snatching the cup, "Thank you!" she flew back giving her the empty cup, "Loved it!"

Rarity was adding a gem to a bow decorated around a huge stage, and Rarity being who she was was making sure it looked just right. Applejack had to comment, "Wow, Rarity. It's a fine job you're doin' there. 'Course it might not get done 'til after the concert." she noted that the stage needed more decorations to be added.

"Applejack, darling, anypony can do "fine"," Rarity began, "Twilight asked me, so clearly, she's going for fabulous, and fabulous takes time."

"Fabulous takes forever!" Rainbow complained, before smirking, "But "awesome"..." she flew super fast around the whole stage. She flew past Fluttershy making her dizzy, "Can get done in four seconds flat!" she said as they noticed all the bows were uneven and sloppily hung, "Faster if I do my sonic rainboom!" she was about to fly up until Rarity screamed.

"No, no, oh no! Don't you dare, Rainbow Dash! It looks wretched enough already." a diamond fell from one of the sloppy bows.

"Oh come on, it's fine!" the pegasus complained.

"If you were raised in a barn!" Rarity's eyes widened when she realized what she said, and turned to A.J, "Ahem, no offense, Applejack."

"None taken. Especially since I wasn't raised in a barn," A.J began, as she kept filling up cups of apple cider that was being snatched by Rainbow, "My family just happens to have a barn. Where I was born. And... spent most of my formative years..." Rainbow answered for her.

"Raised in a barn!"

Suddenly taking the five ponies by surprise was a portal that opened up out of thin air. Stepping out of the portal was who else but their mutant ninja and human allies. Leonardo, Raphael, Michelangelo, Donatello, April, Casey, Karai, Shini, and Sunset Shimmer."

"Hey, all. We're here." Leo greeted

"Leo! Guys!" Pinkie cheered, as she embraced Mikey.

"No trouble getting here I hope?" Rarity inquired.

"No, my patented dimensional portal ray worked like a charm." Donnie motioned to a ray he was holding.

"Good because the festival wouldn't be right if you guys weren't here." Pinkie said.

"We wouldn't have missed it for the world." Sunset replied.

Suddenly the girls saw someone else coming out of the portal. The figure was a robot pony with pixelated eyes. It looked down at himself and spoke, "Well, this is quite the look for me."

"It looks like the convergence worked well on you, Fugitoid." Donnie said.

"What about my brain? How does it look?" Fugitoid asked, as the top of his head opened up and his brain levitated up. This sight got the ponies repulsed, as April looked it over.

"Looks in one piece, Professor." she assured.

"Oh, thank heavens." Fugitoid's brain went back into his head that closed up.

"Who is that?" Fluttershy motioned to the robot.

"Girls, this is an old friend of ours, Professor Zayton Honeycutt." Leo introduced them.

"A pleasure to meet you, girls," Fugitoid bowed his head in respect, before raising a hoof, "Now-now, there's no need for you to introduce yourselves. I know your counterparts very well. Applejack, Rainbow Dash, Rarity, Pinkie Pie, and Fluttershy."

"This is the guy who sacrificed himself to save your world?" Rainbow asked Casey.

"You bet, Rainbow." Casey confirmed.

Walking up to them was their mutant pony friend Blade Swipe, "Good to see you all again."

"Hey, Blade, how's it going?" Raph asked, as the two high fived.

"All good, Raphael."

"You on guard duty here or are you allowed to join in the festivities?" Leo asked.

"A little bit of both." Blade admitted.

"So this Festival of Friendship was Twilight's idea?" Shini inquired.

"Yes, and she left each of us in charge to do our part." Rarity confirmed.

Karai noticed the sloppy bows, "Looks like you're losing your touch, Rarity."

Rarity gasped at the insult, "This was not my doing, Karai. This was Rainbow Dash's."

"Figures since they're not neatly done." Donnie noted.

"Where is Twilight anyway?" Leo wondered.

"There she is over there." Blade motioned behind them.

Coming over was Twilight checking over a list with Spike at her side, "Okay, just two hundred and eighteen things left to do and we're ready."

"Hey, Twilight!" the girls greeted her.

"Hello, Spike." Rarity greeted her little admirer.

Spike seeing he was noticed by her waved sheepishly, "Uh, hi, Rarity. Heh heh."

"Twilight!" Leo called.

Twilight looked and saw Leo and the others. She smiled brightly and cheered, "Leo!" she went over and embraced him, "It's good to see you again. All of you."

Fugitoid approached with Sunset and greeted, "Princess Twilight."

"Fugitoid?" Twilight gasped, "It really is you! I know Sunset told me she found your head and helped my counterpart build you a new body but I just can't believe you're really back."

"And I'm glad I am. Otherwise I wouldn't be able to attend this most auspicious occasion."

"Seems you're really going all out on this." Sunset looked around.

"So, Twi, how'd it go with the other Princesses? They like your idea?" Applejack asked.

"I bet they loved it!" Pinkie cheered.

"What idea?" April wondered.

Spike explained, "Twilight wanted the Princesses to use their magic to help make a light show for Songbird Serenade's performance."

"Who's Songbird Serenade?" Raph asked, as Rarity gasped in shock.

"Who is Songbird Serenade?! Raphael, she is only one of the biggest pop stars in Equestria, and the main event here at the Festival of Friendship."

"That important, huh?" he asked.

Leo spoke to Twilight, "So did they like your idea?"

Twilight sighed, "Not exactly. They think I can make today perfect without their magic."

"And they are absolutely right, darling," Rarity agreed, while fixing the bows, "This festival is your brilliant idea and we know you're up to the task!"

"That's right. You've done so much without the need of their help." Leo added.

Suddenly Twilight went into panic mode, "But what if I'm not?! What if Songbird Serenade hates the stage?! Or nopony makes a new friend?! And if I fail at the festival, then who am I?!"

"Twilight, calm down!" Leo called, snapping her out of it, "Panicking about it won't solve anything."

"Leo's right. You've done so much before in the past and it all worked out even if things got hairy." Mikey put in.

Pinkie slid in and gripped Twilight's face, "Twilight, look at me! This will be the biggest celebration Equestria has ever seen! As the Princess of Friendship, you cannot fail! This day will define who you are! The pressure is intense! It's almost too much for any single pony to handle!" she screamed.

"Pinkie!" Raph shouted for making it worse on Twilight.

Pinkie dropped the serious tone and acted like her usual self, "But you have us! So stop worrying."

April spoke, "As oddly as she put that, she is right. You're never alone in this, Twilight."

"You'll always have us." Karai agreed.

"Indubitably." Fugitoid confirmed.

"What say we all help out with final preparations?" Leo suggested.

"Sounds like a plan to me." Donnie agreed.

"Well, why not?" Raph asked.

"Oh, this is so exciting!" Mikey cheered.

Twilight smiled knowing her friends were right. This was no time to panic, because they had work to be done. Applejack started off with a song.

Applejack:

It's time to show 'em what you've got

Rarity:

It's time to go and get things done

Fluttershy:

But you don't have to do it on your own

Pinkie Pie:

'Cause you've got friends right here to make it fun

Girls:

We got this, you got this

We got this together

And so everyone got to work with Rainbow Dash and Casey bringing Twilight and Spike up into the sky to clear more out of the clouds away.

Rainbow Dash:

Sometimes the pressure gets you down

And the clouds are dark and grey

Casey:

Just kick them off and let the sun shine through

Rainbow Dash:

And scary as it seems, more help is on the way

'Cause friends have friends that wanna help out, too

The Wonderbolts joined in and helped the two pegasi clear the clouds away.

Rainbow Dash, Casey, and Wonderbolts:

We got this, you got this

We got this together

Across the festival the ponies were all getting ready with their dimensional friends pitching in.

Crowd:

It's the Festival of Friendship

And we can get it done

A festival that they won't forget

A party to be proud of

A day of games and fun

Just you wait and see

A magic day in perfect harmony

Over by an animal pen, Fluttershy and April were with the birds and other animals.

Fluttershy:

You got this

April:

We got this.

Fluttershy and April with bird whistling:

We got this together

Applejack was handling snacks with Raph and Karai helping out.

Applejack:

With friends and family, you are never alone

Raph:

If you need help, we've got your back

Karai:

You can be honest, let your problems be known

Applejack and Apple family:

'Cause you got us to pick up the slack

We got this

Big McIntosh:

Eeyup!

Apple family:

We got this together

At the stage, Rarity, Shini, and Donnie were decorating the stage by fixing the bows, while Spike was trying to sneak some gems to snack on, until Rarity offered him a basket of them.

Rarity:

Pay attention to the details

Every gem even-spaced

Make the colors perfect

Spike:

Takin' one or two to taste

Shini:

Inside and out, beautiful throughout

Donnie:

Generosity is what we're all about

Spike with a full mouth:

You got this

Rarity:

You got this

Rarity, Shini, Donnie, and Spike:

We got this together

Twilight walked with Sunset, Leo, Fugitoid and Blade and began voicing her feelings.

Twilight Sparkle:

Today needs to be perfect, it all comes down to me

I don't know if I'm ready

For all the things they need me to be

I am the Princess of Friendship

But that is more than just a crown

It's a promise to bring ponies together

And never let anypony down

Meanwhile, Pinkie and Mikey were busy baking with Pinkie using a bizarre contraption to mix batter in a huge bowl.

Pinkie Pie:

We've got an awful lot to bake

Each pony needs a piece of cake

Mikey:

Oh, wait! There's something better we can do

We're gonna need some more supplies

Pinkie:

To make a really big surprise

She'll be so shocked—she's sure to love it, too!

The two began building something at a fast pace.

Pinkie:

You got this!

Mikey:

We got this together!

All:

It's the Festival of Friendship

Together we are one

A day we will never forget

And now everything is ready

So when the day is done

Rainbow Dash and Casey:

The weather

Applejack, Karai, and Raph:

The banquet

Rarity, Shini, and Donnie:

The style

Fluttershy and April:

And music

All:

All will be in perfect harmony!

A giant party cannon rolled in and launched something into the air. Coming down were five layers of cake that landed on both Twilight and Leo. The cake melted and the two were covered in frosting

"Pinkie!" Twilight shouted.

"Mikey!" Leo shouted to his brother, as a lit candle landed on his muzzle.

Pinkie and Mikey poked their heads out of the party cannon, "Sorry, guys!" Mikey called.

"Guess my easy bake confetti cake cannon needs a little bit more fine tuning!" Pinkie grinned.

"Obviously." Donnie crossed his arms.

Twilight blew the candle on Leo's muzzle out and groaned. Suddenly ponies started gasping as one spoke, "Songbird Serenade! Is it really her? It is!"

Two security guard ponies in suits and sunglasses made was as another pony emerged from the crowd. She was a pegasus with a lime greenish white coat. Her mane was very dark persian blue with dark grayish persian blue highlights and also pale gold and light gamboge highlights. Her hair had a big pink bow in it, while her hair covered over her eyes. Her cutie mark was a white cloud with six heart shaped raindrops colored red, orange, yellow, blue, green, and violet.

"How can she see through that hair?" Raph asked his bros who were just as curious.

"Hiya," Songbird greeted, "I'm lookin' for the pony in charge?" she did some poses, as Photo Finish took her picture, "I need to set up for my sound check."

Twilight got herself together and stepped out of the cake nervously, "Ms. Songbird Serenade? Um, I was just going to check on you," she laughed nervously, "I'm Princess Twilight, and sorry about the mess. I'm usually not so..." she accidentally wiped off some frosting that got on Songbird's outfit.

"Caked in cake?" Songbird joked, as Twilight laughed nervously.

One of the guards spoke to the other, "You have visual on buttercream?"

"Visual confirmed. Go for cleanup." the other said and with one wipe off Songbird Serenade was clean.

Leo approached, "Ms. Serenade. I am Leonardo. On behalf of Princess Twilight, my brothers, my friends, and I wish to welcome you to the Festival of Friendship."

Songbird smiled, "Welcome graciously appreciated."

Suddenly a thunderclap was heard and everyone was suddenly confused. They looked up at the sky seeing something dark rolling in, "Storm clouds?" Twilight gasped, "I ordered perfect weather! Rainbow Dash?!" she turned to her fast friend thinking this was a prank.

"Uh... I... don't think those are storm clouds." Rainbow replied.

"And they're not. It's smoke!" Donnie gasped.

"But what's producing it?" Fugitoid wondered.

Emerging from the smoke cloud was a giant dark airship. But Pinkie being as deluded as she is spoke all excited, "Ooh! I bet those are the clowns I ordered!"

"I don't think clowns arrive by a dark blimp, Pinkie." April replied.

The ship started touching down knocking over some towers in the process. One of which landed on a balloon stand destroying it, "Or definitely not the clowns I ordered." Pinkie corrected herself.

A ramp came down squashing a balloon animal, "Brian, no!" Party Favor cried.

"He never stood a chance." Mikey sighed.

The ponies and even the three princesses saw coming down and carrying a dark box was a dark gray furred hedgehog creature with white spikey hair. Casey spoke to his friends, "Is that a hedgehog?"

The others didn't have time to answer, as the hedgehog sat the box down and it opened up. Extending from it was a horn device, and he spoke into it, "Ponies of Equestria, we come on behalf of the fearsome, the powerful, the almighty... Storm King!" tapestries laid out on the ship of a white furred ape man.

Blade gasped, "Oh no. Not him."

"Blade, you know that guy?" Leo wondered, but the hedgehog continued.

"And now, to deliver the evil, evil message, put your hooves together for Commander Tempest!"

"Tempest?" Blade gasped, as they saw another come down the ramp.

It was a unicorn wearing black body armor. She had a dark orchid coat, her mane was moderate rose with lighter edges, and her eyes were moderate opal. What was shocking was this unicorn had a stub of a horn almost like it was broken off and was sparking.

"Is that a unicorn?" Casey asked.

"Looks like it, but what happened to her horn?" Donnie asked, as April and Shini put a hoof onto their horns knowing how it breaking off would hurt.

The three princesses descended, as Celestia spoke up, "Tempest is it? How may we help you?"

Tempest smirked, "Oh, I'm so glad you asked. How about we start with your complete and total surrender?"

The Princesses were concerned, until Blade Swipe stepped forward looking angry, "Tempest Shadow! You have a lot of nerve showing your face here!"

Tempest looked down at Blade looking amused, "Blade Swipe, still in one piece I see?"

"Yeah. No thanks to you!" Blade replied as he stood his ground and pointed accusingly at her, "You and the Storm King are not welcomed here!"

Twilight popped out nervously, and decided to try and ease the growing tension, "Hi there. Princess of Friendship. Not exactly sure what's going on, but I know we can talk things out."

"Oh, goody. All four Princesses," she said dryly, before coming down, "Here's the deal, ladies. I need your magic. Give it up nicely, please, or we make it difficult for everyone!"

Luna spoke up, "And why should we cower before you? There's one of you and hundreds of us." the ninjas got in a stance feeling ready to fight.

Tempest only chuckled, "I was hoping you'd choose "difficult"." more airships arrived and dropping down from them were creatures with bulky physiques, hunched backs, gray coats, white hair, and black mask-like faces.

"What the heck are these things?" Raph asked in disbelief.

"Who cares what they are," Casey replied, "Now we have something to fight!" he dawned his metal hockey mask.

"Ninjas, take them down!" Leo ordered, as they went into battle.

"Tempest is mine!" Blade ran to the unicorn, only for her to jump up and kick a green glowing rock at the alicorns.

Cadence used her shield to protect them, but it passed through and hit her. To everyone's shock she started turning to stone, "Cadence!" Celestia cried.

"I can't stop it!" She cried, as her entire body turned to a stone.

Celestia turned to her younger sister, "Luna, quick! Go south beyond the Badlands! Seek help from the Queen of the Hippo-." she was cut off as Tempest hit her with a green rock turning her to stone as well.

Luna gasped, as she blasted the creatures and tried to get away, but Tempest nailed her as well. Luna began turning to stone and plummeted to the ground. Twilight used her magic to catch the petrified Princess to keep her from shattering, "Luna!" she cried.

Tempest launched another one in Twilight's direction. Leo who was fending off against some of the guards noticed this, "Twilight, no!" he cried.

The rock hit where she stood and the ninjas gasped. Tempest approached while laughing, "Easy as pie."

The hedgehog approached, "Oh, I love pie," he salivated, "Oh, you totally got the last princess."

When the green smoke cleared they notice it was Twilight, but some pony cosplaying as twilight with a fake unicorn horn, "That's not the Princess!" her broken horn sparked, "Grubber, get her now!"

Grubber in a panic ran off, "Guys! We gotta get the Princess!"

Tempest smashed Twilight's crown in anger, as Blade Swipe jumped in and fought her, "You left me to perish in the Serpent Canyon!"

"It was nothing personal. You know the Storm King's policy for dead weight. If it can't keep up it needs to be ditched." Tempest answered with not a hint of guilt.

"Yeah I know that too well." he squinted his eyes

"And why are you sticking your neck out for these ponies, Mr. I hate Ponykind?" Temepst challenged him.

"That was different then! I was foolish and blinded by hate. But not anymore. Now I fight evil!" the two continued to clash.

All across the festival ponies were running in fear while trying to escape only for the creature to catch them. But the ninjas were all around fighting back against them. The brothers used their ninjitsu skills to avoid the creatures while dishing out their own blows. Karai shifted into a serpent to slink around them and strike. Casey used his goalie stick and bat to swat at the guards, "These guys ain't so tough." he got swatted form behind.

Raph landed by his side while knocking one away, "Yeah, if you stay focused."

"Cowabunga!" Mikey swung his chucks around while nailing two guards.

April swung her tessen nailing a few guards in the face, as Sunset launched her kunai at them. Fugitoid was galloping around, "Oh, if only I could help my friends, but on all fours there's not much I can do!" suddenly as if responding to his words he started turning upward as his robot body converted to an anthro mode, "Oh, this will do!" he held out his arms as his blasters were engaged, and he began shooting his opponents.

"Over here, ya'll!" Applejack called, as the girls, Spike, and the ninjas followed them.

Blade seeing this, swiped his sword at Tempest releasing his lightning power. Tempest was knocked off her hoofs, as Blade spoke, "We'll be back." he ran after to follow his friends.

They all reached a bridge above the river, until their retreat was cut off by two guards, "We're trapped!" Mikey cried.

Twilight tried to blast them with her magic, but it was repelled off the guards shield and right onto the bridge they stood on. It broke and the group fell and screamed before plummeting into the river. They tried to keep their heads above the water, as April shouted, "Waterfall ahead!" the group fell down the waterfall and disappeared far below.

Grubber and two guards walked to the edge and looked down seeing it was a far drop, "Which one of you guys is going down there?" he asked the guards who growled in response, "I would, but I just had a hearty meal, and I will sink and I will side-cramp. I'm very big-boned. I sink quick." he said, as they walked away believing them to have perished in the fall. Things had just gotten very bad for Equestria and all the ponies as well.

A New Quest

Somewhere down the river the hats of both Applejack and Shinigami floated down the stream until Applejack picked hers up and put it back on, and Shinigami did the same with her own hat. The heroes and ninjas survived the waterfall, but were recuperating and drying off.

"Everyone ok?" Leo asked.

"I think my bottom's on backward." Rarity panted.

"I can't even feel my bottom." Mikey groaned.

Raph kicked him in the flank, "How about now?"

"Much better." Mikey smiled.

"You ok, Professor?" April asked the Fugitoid.

"Well, if this body of mine wasn't water proof I'd be in rust city by now." the Professor answered.

"We just got our cupcakes handed to us by the worst party crasher ever!" Pinkie complained.

"No kidding." Sunset agreed.

"We got to go back there and fight!" Rainbow said eagerly.

"Too dangerous, Rainbow." Leo replied.

"Yeah, you saw the size of those goons." Spike reminded them.

"Going back now without a plan is suicide." Karai added.

"But we can't hide here forever." Blade noted.

"And let's be honest, we can't go back." Applejack said.

"A.J's right," Casey agreed, "You saw what happened to Celestia, Luna, and Cadence."

"We go back now and we're only going to get the same fate." Sunset put in.

"Our best chance for now is to keep them from Twilight," Leo said, before noticing Twilight looking down at the river dismally, "Twilight?" they all looked concerned.

"The Queen." she said.

"Yeah, the Queen!" Pinkie beamed, before asking, "Uh, what Queen?"

Twilight looked up seeing Canterlot still surrounded by smoke clouds and airships, "Celestia told Luna to find the Queen of the... "Hippos". Luna can't, so I have to."

"Hippos? Are you serious?" Raph asked in confusion.

"You don't think maybe she was cut off with her order?" Sunset asked.

"What good can hippos do in a situation like this?" Shini asked.

"I've heard they're surprisingly graceful for their size. Huh, but they're always hungry." Pinkie explained.

"Hungry?" Mikey began.

"Hippos?" Donnie asked, as everyone else looked at each other awkwardly.

"Any idea where to even find them?" Karai wondered.

Twilight explained, "They're somewhere south, past the Badlands."

Fluttershy suddenly dawned her worried face, "That means we'll have to... leave Equestria. Oh!"

"I'm not even packed!" Rarity cried.

"Seriously, that's your big issue?" April asked rhetorically.

"I understand you're scared, and nopony else has to go. But I have to find this queen. She might be our only hope." Twilight started walking off, as the group smiled knowing what to do.

Leo blocked her, "Hold on, Twilight. There's no "I" in any team. Especially this one."

"We've done enough solo hero suicide missions and they never work out well." Raph added.

"Yeah, you're not getting all the glory." Rainbow put in.

"And just what are we supposed to even do, go into hiding?" Karai asked rhetorically.

"You know you can't stop us." Sunset added.

"We're all in it together." Blade said.

"We always got your back." Applejack assured.

"Indeedy!" Pinkie smiled.

"I am ready to save Equestria!" Rarity said proudly.

"We all are." April took a stand.

"Yay." Fluttershy said softly.

"We're all behind you, Twilight." Spike confirmed.

"So what're we waiting for?" Shini asked the group.

"Let's go find this hippo!" Pinkie started bouncing off.

"Wait for me!" Mikey followed her.

"Guy's, we need to go South." Spike reminded them.

"Sorry." Mikey said, as he and Pinkie headed south followed by the rest of them.

"Whee! Boingy-boingy-boingy-boingy-boingy! Anypony up for a game of "I Spy"?" Pinkie asked, as everyone groaned except Mikey, "No, really! Come on! I spy with my little eye something that is orange. No takers? It's you, Applejack!"

"And I thought she meant my mask." Mikey said.

"Does she have an off switch?" Raph groaned.

"I highly doubt that, Raphael." Fugitoid replied.

Karai who was walking close to Blade spoke to him, "So, Blade. I can't help but notice you seemed to know this Storm King and Tempest very well."

"Is there something you'd like to share with us?" Applejack inquired.

Blade seeing how everyone present was looking at him, sighed, "It's another part of my story I am no longer proud of." Blade began narrating his story.

"Years ago, before I discovered Dark Codex's grimmoire, I was a traveling mercenary looking only to hone my skills and defeat powerful opponents. It was during one of my fights Tempest found me and brought me to her master, the Storm King. He promised me all the opponents I could fight as long as I served him. No pony had shown me kindness since my mutation so I jumped at the chance to be useful once more and not be seen as a freak. I did many jobs on behalf of the Storm King with Tempest as my partner. Over time I developed a kindred bond with her because like me she was also different because of her horn."

"Sounds like you two had a thing going on." Mikey smirked.

"If only." Blade sighed, and continued.

"Then it was during a job where we had to get something for the Storm King. We succeeded and upon our return we had to pass through the Serpent Canyon. A canyon littered with hundreds of snakes. It was treacherous, but we were pulling through. Until there was an avalanche of boulders that trapped me. I pleaded with Tempest to come and help me, but she told me..."

"If Dead Weight can't keep up then it needs to be ditched." Tempest's words echoed in his head.

"So she left me to perish. There I was, legs trapped under boulders with hundreds of snakes coming right for me. Were it any pony else they would've given up hope. But me, this act of treason once again fueled my hatred for ponykind and turning that hatred into strength I was able to pull myself out and escape. On my own once again I swore never to trust another pony no matter what."

The group was in shock to hear another side to Blade's tragic back story, "Oh, Blade." Twilight gasped.

"We're so sorry." Leo said in sympathy.

Blade smiled, "Well, the past is in the past, and I've moved forward abandoning my hatred. Now I only wish to stop the Storm King and Tempest."

"What do you think they're after?" Donnie asked.

"It could be anything." Sunset said.

"Have you got any theories on it?" Fugitoid asked Blade.

"Knowing the Storm King he's after something big. Especially if it involves the Princesses," Blade explained, "But Tempest is another case. Even she has her own motives." he squinted his eyes.

The scene cut back to Canterlot, where ponies were in chains and shackles as the guards were keeping them in line. One guard cut the strings of some balloons that floated up. Tempest who was on the balcony watched them float by in disgust, "All this power wasted on parties when there are far greater uses." she went inside the throne room, where she looked at the statues of the three trapped alicorns.

Two guards entered while carrying a glass beaker containing a glowing liquid that was giving off a ringtone, "Well? Answer it!" she ordered.

One guard poured it into a cauldron that emitted blue flames and smoke and for some reason a dial-up modem noise. Appearing in it was the Storm King as shown on the tapesty, but the being was looking around in confusion, "Where am I supposed to be looking? I never understand how this spell works. Tempest!"

"Over here, Your Excellency." she answered in boredom.

"Where?"

"Over here," The king tried looking around, "No. No, right. Look right."

"My right?"

"Yep."

The Storm King finally got things straight and could see Tempest, "Oh. There you are. Here's the deal. I'm in the middle of a big re-brand here. "The Storm King" is tracking well as "intensely intimidating", but you know what? I need to back it up. You know what I need to back it up with?" he pounded his fist and spoke angrily, "A STORM! That would be great! You promised me magic that could control the elements, and right now, I'm holding a what?" he held up a black staff, "A branch. A twig. Bleh!"

"Uh, that would be the Staff of Sacanas, Your Excellency, and it will..." Tempest began explaining, "...channel the magic of the four rulers of this land. You'll soon have the power of a hundred armies."

"So that would be a yes on your locking down the four Pegacornicuseses, or whatever you call them?" The King asked.

"Give me three days. I'll have everything ready for your arrival," She promised, "But I should warn you, I ran into an old associate who tried to stop us. Blade Swipe."

"Blade Swipe?" The Storm King gasped in shock, "I thought you took care of him!"

"So did I, but I assure you. He will not get in the way of the plan." She promised.

The Storm King spoke ominously to her, "Remember, Tempest. Only I have the power to make you whole. Make this twig work, and you'll get your reward. Fail me, and your horn won't be the only thing that's broken."

"It won't be a problem." she assured him.

Suddenly the Storm King cheered, "Great!" suddenly the transmission was warbling, "I'm ready to power up, crash and bash, and be the biggest, baddest bugaloooooo..." the call ended.

Grubber who had arrived spoke to her, "Sorry, bad spell service. Want me to call him back?"

"Do you have the Princess?" Tempest inquired.

Grubber started pushing his index fingers together, "Well, uh, funny story. It kinda seems like she... she might've like, you know, got away... a bit," Tempest's eyes squinted at him, "I know you're disappointed, but I got one word for you: Spongecake!" he presented her a spongecake slice. This in turn resulted in Tempest zapping Grubber who screamed.

"I need all four for the staff to work." Tempest reminded Grubber.

"Hey, I know! I want the Storm King to fix that crazy horn as badly as you do. It looks like a crackly chipped tooth on the top of your head. And you know you don't look good in hats."

Tempest went up to him with her cracked horn sparking, "That Princess is not gonna keep me from getting my horn back! Prepare my ship!" Grubber took off. Tempest calmed herself, and spoke to herself, "Please. How far could one little pony get on her own?" she walked around while recalling her fight with Blade Swipe, "Blade, once I get my horn back I'm gonna show you what I can really do." she snickered.

Klugetown

Out in the desert past the Badlands, the heroes were trekking through the endless sandy grounds hoping to find the Queen of the Hippos. As they walked through the sand, Mikey spoke up, "Guys, just think of it as a very long day on a really big beach in a very dry year."

"Oh, that's comforting." Raph said sarcastically.

"It's like this desert is endless." April panted.

"I never want to go through anything like this ever again as long as I live." Donnie said, as he used his bo-staff as a walking stick.

"You and me both." Raph agreed.

"Come on team, remember what we're doing this for." Leo reminded everyone.

"Leo's right. This is for Equestria." Twilight added.

"Yes, for Equestria!" Pinkie cheered tiredly.

Casey walked along side A.J and Shini, before looking to the side and saw a huge body of water, "Wait a minute. Guys, look it's the ocean." he pointed out into the distance.

The group looked, as Applejack spoke, "I don't see nothing."

"What're you blind?" Casey asked in disbelief, "The waves! It's the ocean!"

"It's a mirage, Casey." Fluttershy said.

"It is a mirage!" Mikey gasped, "And there's Antonio's, and right across the street is the Sizzler where you can get a 3.99 buffet." the others rolled their eyes at Mikey's joke.

"It's the ocean!" Casey shouted, as he galloped off, "Come on!" he began removing his gear, "Come on! First one in!"

"I do believe the heat has finally gotten to Casey." Fugitoid said.

"Obviously." Blade agreed.

They watched Casey splash around in the sand before lying face down in it, "Somebody better go get him." Rarity suggested.

"I'll go," Raph volunteered, as he walked down the hill and collected Casey's gear He made it to Casey who was still breathing. Raph got down to him with a canteen, "Casey, here take a sip," he poured some water into his mouth, "Casey, you got to get it together. We got two choices here. One, we could put your gear back on, we get ourselves out of this mess, go back to Equestria to save it and become heroes once again! Or two, you can lie here wearing nothing and crust away leaving your skull that's going to be found by some traveling vendor who's gonna sell it for bits. And you don't want that, do you? Make the call, come on." he helped Casey up.

"Seemed so real, dude." Casey said, as he put his jacket and gear back on.

"That's a mirage for you." Raph reminded him, as they went back up the hill to join the others.

"Everything ok?" Sunset asked hopefully.

"Everything's fine now." Raph assured.

"Good because we gotta keep going." Twilight said, as they pressed on.

Unfortunately Pinkie Pie started losing it from the heat, "There's sand in my... everything... Heh... Saving... Equestria..." she laughed dementedly, before going over to a skull lying in the sand, "Oh! Look! Maybe this guy knows which way to go! What's that, friend? We're lost?" she laughed dementedly again followed by a cough and just fainted.

Everyone sighed, as they kept on going. Fugitoid spoke, "All this sand is certainly not doing well for my parts."

"Or my hair." Rarity added.

Spike panted, while crawling, "We could be going in... circles! Endless... sand..." he took a breath, "Nothin' for miles... but sand... and this rock..." he picked up a rock and coughed, "And this cactus..." he motioned to his behind to reveal a cactus stuck to his butt, before motioning to a cobblestone road, "And this roooooooooaaaaaad...this rooooooad..." he wheezed.

"A road?" Twilight, Leo, and Karai asked, before noticing the cobblestone road leading through the desert, "Where there's a road, there's..." Twilight began as they saw a town up ahead.

"Civilization!" Donnie cheered.

"Finally." Shini sighed in relief.

"Oh, yeah!" Rainbow cheered.

Rarity perked up, "You know what they say: where there's a city, there's a spa!"

"Whoa says that?" Rainbow asked.

"Nobody, of course." Karai replied.

"'Case you forgot, we're on a mission to save Equestria." Applejack reminded the fashionable unicorn.

"I can multitask."

"Any idea what it is?" April wondered.

Blade spoke, "I've been here before. It's called Klugetown, run by shady vendors and such always looking to make easy money."

"Well, come on, let's go!" Mikey cheered, as they went down the road.

They arrived in town which looked like a old dusty place with make shift vendors and shops set up. The residents of the town looked like anthropomorphic animals of all kinds from fish, mammals, reptiles, and birds. Everyone stayed close while trying to keep casual. When they walked by a vendor who had multiple horns on display, he noticed Twilight, April, Shini, and Rarity, "Ooh! Hey, you with the horns. You selling?" he asked mischievously. The group ignored him and continued on.

"This place scares me." Mikey whimpered.

"If we were still in New York this would be a Mutant Palooza." Donnie said.

"Stay together," Leo ordered, "The last time we went someplace like this, we ticked off a lot of people." the ninjas nodded recalling their first day in space.

"You've been in a place like this before?" Shini wondered.

"Yeah on our first day in space," Donnie explained, "We went to a planet loaded with rogues, thieves, and smugglers. And we kinda got off on the wrong foot with a lot of them."

Mikey spoke, "Hey, that food there was trying to eat me first!" they shushed him.

"Keep your voice down. We don't want any unwanted attention." Blade warned him.

"That planet we were on was where we first met, Dregg." April added.

"Yeah, and the last thing we need is to make another enemy like him in a place like this." Leo finished.

Twilight deciding to play it cool spoke to an anthro-tortoise, "Excuse me, sir," she began before noticing the barrels he was loading into a cart fell over, "Oh, let me get that." she used her magic to reload the cart, until the creature spoke up grouchy.

"Hey! No magic around my merchandise!" he looked ready to fight, until Karai drew her sword and aimed it at him.

"Back off!" she warned him, and he did so out of fear of the weapon.

They continued on, while unaware they were being watched. And the one watching them was an anthropomorphic cat with a coat colored moderate gamboge with lighter and darker touches. On his head was a bit of hair colored dark grayish indigo, and his eyes were light malachite green. His choice in attire was a red coat. He watched them with a smile, "Hmmm... Very interesting..."

The heroes continued to make their way through the town, as Twilight whispered to them, "Okay. We just gotta stick together. Be careful who you talk to. And try to blend in."

"No problem." April assured, until Pinkie shouted out.

"Can I have your attention please?!"

Twilight groaned, as Raph spoke in disbelief, "Are you kidding me?!"

"Can anypony take us to the Queen of the Hippos?!" she asked one of the residents.

"You want something? You gotta give something!" the resident answered, while holding out a hand.

Pinkie jumped into his arms, "Well, how about a big warm hug from a grateful pony friend?" she started going around asking more residents, while offering them stuff, "How about this comb that I've never used? A picture of my sister Maud? This breath mint? Seriously, buddy. Help me help you." he belched his disgusting breath in her face.

"I got a slice of jalapeno, marshmallow pizza." Mikey offered to the residents.

"Mikey!" the ninjas scolded him.

"Just trying to help."

Twilight and the others went to Pinkie, as then Princess spoke, "Pinkie, you can't just take off!" she spoke through her clenched teeth, "And you don't need to announce to every..."

"Relax, Twilight! I totally got this!" she assured her.

Suddenly many residents were surrounding them, as one motioned to Spike, "How much for the giant gecko?!"

Spike frowned, "Who're you calling a gecko?!"

Twilight shielded him, "Uh, Spike isn't for sale."

"What about that metal pony?" another asked while motioning to Fugitoid.

"Oh, dear. Help me!" Fugitoid backed up, until Sunset spoke up.

"Neither is he!" she smiled at him who felt calmer.

"I want that fancy purple hair!" One motioned to Rarity, "I'll give ya two storm bucks for it!"

"Two storm bucks?!" Rarity asked feeling insulted, "It's worth more than that!"

The creatures started turning into a mob demanding them, "Gimme that pink one! I'll take the blue one! No! I want the blue one! I need that lizard! I'll take that picture of your sister! I want that slice! I want all seven for my collection!"

The ninjas had enough of this and drew their weapons before shielding their friends, "Back off!" Raph shouted.

"You want our friends, you'll have to go through us to do it." Leo warned them.

The mob was silent, until one spoke up, "How much for the fancy weapons?" The group was confused, as they were suddenly getting mobbed with consumers.

"Anypony got a plan here?" Applejack asked.

Suddenly dropping in was the same cat man who was spying on them, "Back up, everyone! Back it up! Y'all in some serious danger! Now you didn't touch any of them, did you? Just look at all those colors! You think that's natural? Especially that green," he motioned to the brothers who felt a bit insulted, "They're infected with "pastelis coloritis"."

The creatures gasped, until Applejack spoke up, "Now, you listen here, fella, there ain't..."

The cat silenced her and continued, "Don't worry, don't worry, as long as you're not covered in purple splotches, you'll be fine," he sneakily got one of the consumers covered in some purple stuff from a squashed food, "Uh-oh." he gasped.

The consumer began panicking, "What do I do?!"

"Enjoy your last moments and don't touch anyone. Because parts will fall off." He warned him.

"My parts!" he cried as he ran off and everyone panicked and scattered.

"Well, that's one way to clear a mob." Casey said.

"You are awesome!" Rainbow cheered to the cat.

"Nice trick." Mikey agreed.

"You are quite charming." Rarity giggled.

Spike scoffed at this, until Shini whispered to him, "Don't worry, I don't think he's her actual type." Spike felt much better.

"Thanks, Mr..." Leo began.

"Capper's the name. Charming's my game." he answered smoothly.

"But why'd you help us? What's the catch?" Raph asked suspiciously.

"No catches here, handsome," Capper began, "Just looking out for the little people who're not from around here."

"Well, your act of helpfulness is much appreciated." Fugitoid admitted.

"Thank you," Capper continued, "So... to the Hippos, then?" he began leading.

"Yes. Please." Mikey agreed, as he and Pinkie followed.

Leo and Twilight stopped them, "Hold up, you two." Leo began.

Twilight continued, "I'm not so sure we can trust him."

"Hey, he helped us, bro." Mikey reminded him.

"And we could definitely use a friend out here!" Pinkie added.

Caper slid over, "You know what? Little Cotton Candy Hair is right. And, if I do say so myself..." he began singing while leading them through town.

Capper: This town is not a nice place

For little fillies all alone

There are lots of twists and corners

That could lead to the unknown

Let me guide your way

And I'll be sure to help you through

You could really use a friend out here

And luckily for you...

I'm the friend that you need

When you're lost and don't know what to do

I'm your pal, your amigo

Useful and resourceful, too

And my help, you'll concede

Is a plus guaranteed

You can call and I'll come running

Just follow my lead

'Cause I'm the friend you need!

Klugetown Resident 1: He's a friend!

Klugetown Resident 2: Quite a friend!

Both: He's a friend indeed!

The group continued following Capper who was helping them along, with Twilight, Leo, and even Blade suspicious of Capper. The others, however, just followed along. He kept Spike away from a man eating plant to prove his trust.

Capper: You need a bud to spot the danger

A pal to stop the creep

A chum and not a stranger to assist

He got between Casey and Raph trying to be all chummy with them.

Capper: You need a bro who is cunning

That can help you take the leap

A friend who knows what's lying in the mist

He went to Fluttershy and used an umbrella to save her from some bats trying to swarm around her.

Capper: Don't fear these darkened alleys

They're scary, yes, I know

Why, you could use a friend

To protect you wherever you go

Capper danced around, Rarity, April, Karai, and Shini, and flirted with them, much to Spike's, Donnie's, and Mikey's ire.

Capper: And such a dazzling beauty

Covered in dirt and muck

But now your fate is changing

Now you are in luck

He rolled out a red carpet for them, and the ponies started dancing behind Capper who led them on.

Capper: 'Cause I'm the friend that you need

When you're lost and don't know what to do

I'm your pal, your amigo

Lookin' out for friends like you

And my help, you'll concede

Is a plus guaranteed

Just call and I'll come running

We'll say it's agreed...

He led them through a gate, before closing the door and whispered to someone, "Here. Tell Verko, "My place, twenty minutes." I've got something that will "magically" erase all my debt." he rejoined the heroes and continued his song.

Capper: 'Cause I'm the friend you need!

Ponies: He's a friend!

Fugitoid: Quite a friend!

Ponies: He's a friend indeed!

Capper led them all up an old windmill and into a small room loaded with stuff, "Welcome, my little ponies, to my little manor."

"This is a manor?" Raph asked, as he looked around.

"I did say it was little." Capper reminded him.

Rarity inspected it and gave her own thoughts, "Ooh! A sort of a roco-hobo-Bohemian hodgepodge."

"You took the words out of my mouth." Blade replied.

"Apologies for the state of my litter box. I wasn't expecting guests."

"I didn't need to hear that." Karai replied, feeling disturbed.

Pinkie bounced around, while looking at everything, "Ooh! So many fun breakables!"

"Let's try not to break anything." April suggested.

"Indeed, I do not wish to be rude to our host." Fugitoid agreed.

Twilight and Sunset were looking through a bookshelf of books, hoping to find something, as Capper talked to the others, " Y'all sure y'all want the Hippos?"

"That's what we're going for." Leo answered.

"Yessirree! The Queen of the Hippos!" Pinkie beamed.

"Not like the Queen of the Lions, or Tigers, or Bears?" Capper offered.

"Oh, my!" Fluttershy gasped, as the ninjas looked at each other and Donnie spoke.

"We're doing this again?" he recalled their talk of the Hippos before they set out.

Sunset and Twilight pulled out a book that had an older map of the land, which got them curious. As they began checking it, Capper began mingling with the others, "Stop playin' me! A sonic rainboom? That's not a real thing! Is that a real thing?"

"I'll show ya!" Rainbow offered.

"Naw-naw-naw, I don't need you sonic "rainbooming" up in my place, thank you very much," he turned to the heroes from New York, "And what's this about ya'll being ninjas?"

"Exactly what we are, bro." Mikey assured him.

"So those weapons ain't for showin' off?"

"Well, only against the bad guys." Raph admitted.

"Nice," Capper replied, as he saw Rarity sewing up his coat sleeve, "Whoa, hey, hold up now. Whoa."

"Here you go. I do apologize. If we were back home, I could've done something truly fabulous." she said before adding two new buttons to the coat.

Capper was curious, before becoming suspicious, "Okay... What's the catch?"

Rarity answered, "Nothing. After all that you've done for us, consider it a "thank you"."

Capper was taken aback by Rarity's generosity, "Oh. Uh, don't thank me. Really."

"Guys!" Twilight called, as she and Sunset levitated a map onto the table.

"What's up?" April wondered.

"We've been looking for the wrong Queen." Sunset began.

"We have?" Mikey asked.

"So what Queen should we be looking for?" Casey inquired.

"We don't need the Queen of the Hippos! We need the Queen of the Hippogriffs!" Sunset explained.

"The what now?" Mikey asked.

Blade answered, "A Hippogriff is a creature part pony and part eagle."

Capper started putting on a new act, "Oh! Oh, the Hippogriffs! Now, the trouble with that is... no one knows... where they are..."

"Says here they're on the top of Mount Aris!" Twilight said suspiciously.

"You mean the mountain right outside the window?" Pinkie motioned out the window, where they saw the mountain in the distance.

"Objects in windows may be less mountainous than they appear." Capper said nervously.

Twilight packed the map, and spoke, "Come on, let's go."

"Right behind you." Leo answered, as they followed her.

Capper frantically blocked their path to the door, "Wait! You can't—you can't make it by y'allselves. You need an airship! And lucky for you, I can get you a ride." he tempted them.

They brushed him off, as Leo spoke, "We're more than capable of getting there on our own."

They opened the door to come face to face with a naked mole rat person, "Here's Verko!" he laughed.

"AH! Giant naked mole rat!" Mikey panicked.

Verko spoke to Capper, "These ponies better shoot rainbow lasers out their eyes if they're gonna settle your debt! Brought the big cage," he motioned to a cage outside, "Let's load 'em up!"

"Wait. Settle your debt?" Blade asked Capper with a frown.

"You were... You were going to sell us?" Rarity asked angrily.

"I knew we couldn't trust you!" Raph shouted.

"You can forget about us going anywhere with you rat man." Karai warned Verko.

"We gotta get outta here!" Twilight said, as they were about to leave only to hear a familiar evil laugh.

Walking into the doorway was Tempest, "Silly little ponies." she chuckled.

"Tempest!" Blade gasped.

"Oh, sewer apples!" Raph cursed.

Tempest walked in with Grubber, as the broken horned unicorn spoke, "Trusting strangers? Big mistake. Big..."

"Huge!" Grubber declared.

Suddenly Verko got into Tempest's face and inspected her, "Hoo-hoo! My goodness! Well, look at you! With your scary broken horn and scowly eyes. What tricks do you know, my little pony-wony?" Tempest responded by shocking him, "Not bad!" he groaned before fainting.

Tempest and Grubber saw the heroes were escaping out the window, "Go! Move!" Leo ordered, and they held onto a windmill wing.

"Get her now!" Tempest ordered, as her two guards went after them.

"You gonna be scared now, ponies!" Grubber promised.

As they rode the windmill wing up to the top, one of the guards grabbed a wing closer and held it in place, "Come on!" Casey called, as he, Twilight, and Rainbow tried pushing the wing forward to keep it going. Unfortunately this was causing the gears to break and snap.

The entire windmill broke free and wheeled through town, as the heroes clung to the one wing while wheeling with the windmill, "Oh, I'm gonna hurl!" Raph cried.

"This is not fun!" Sunset cried.

They were flung onto a ledge and began running from the windmill that was wheeling for them, "We got to get to higher ground!" Blade ordered, as they headed up a roof before jumping through a window. They stopped at the end of another and saw an airship parked by the docks.

"Look! It's an airship!" April noted.

"Just what we need." Applejack added.

"To the docks!" Twilight ordered, as they headed for the docks.

When they reached it, they saw it was taking off, "It's leaving!" Fluttershy cried.

Rainbow quickly grabbed the rope connected to it and stretched it out, allowing everyone to use it as a tight rope, "That's it don't look down." Applejack told them, as they made their way across.

Pinkie ended up bouncing onto the rope shaking it up. Rainbow tried to straighten it, but Pinkie started plummeting, "Pinkie!" they cried.

Twilight flew down and snatched her before she could hit the ground. She flew her to the airship where the others were. They landed and panted in relief, "Close one." Fugitoid said.

"Too close." Spike added.

"Best... escape... plan... ever!" Pinkie cheered.

"WHAT?!" Twilight asked in outrage.

Applejack lassoed the two over to her and the others who were hiding among crates, "Quiet." Blade whispered, as two figures were walking close to their spot.

"Did you hear something?" one asked, and received a squawking answer from another, "Eh, probably just the rats. If we find 'em, we'll eat 'em." The heroes cringed in worry.

"Rats?" Rarity asked in fright.

"Maybe this wasn't such a good idea." Mikey suggested.

Back at the docks, the two Storm Guards dropped Capper at Tempest's hooves, "Now... where are they going?" she started charging up her horn."

Capper played it cool, "Okay. No need for violence. Uh, they're headed..." he looked down at the buttons Rarity added to his jacket and the guilt came back to him. He made a big mistake, and wasn't going to make another one, "They headed east! Yeah, to... to Black Skull Island. So, uh, glad I could be of service to His Majesty, the Storm King. I'll just be on my way." the guards blocked his path and he yowled.

"When I get my Princess. Until then, your fate is still... up in the air." Tempest waned him.

Grubber laughed and mocked him, "Oh, you're gonna go in the ship! Which is a boat!Specifically, a air-boat!" he followed Tempest, as the guards escorted Capper on board their ship, "We make a great team. I love it how you said his fate with "up in the air", and then I said, "you're gonna be in the air on an air-boat!" Tempest sighed in irritation.

'At least Blade wasn't annoying.' she thought.

Awesome Pirates

On board the airship they snuck a ride on, the heroes were laying low among all the crates, for fear of what would happen if the crew running the ship were to find them. Sunset Shimmer looked around at all the crates, "What kind of cargo is this ship carrying anyway?"

"Could be weapons or other illegal stuff." Donnie guessed.

"Actually, I don't think it's all that dangerous." Mikey answered, as he pulled his head out of an open crate and showed the group a Storm King Bobble Head.

The heroes looked in disbelief, "You gotta be kidding me." Raph said.

"I know," Mikey agreed, "How come the Storm King gets merchandise and not us?"

"That's your big concern?" Blade asked dryly.

"Yeah. I mean with all the stuff we do we should have our own brand of merchandise," Mikey began, "I can just see it. Action Figures of us, and even ones of our bad guys. Ooh, how about ones where the kids can disconnect parts of us and reconnect them onto others? You know, Mix and Match?"

The ponies shushed Mikey, and Leo spoke, "Someone's coming." Rainbow, Applejack, and Fugitoid peeked out from some cargo and saw the ship was being commandeered by bird people dressed in delivery uniforms, "Oh, my." Fugitoid gasped.

Applejack spoke to Twilight, "Whadaya think, Twilight? Should we just... ask 'em to take us?"

"Last time we trusted somepony, he tried to sell us!" Twilight reminded her.

"Twilight's right." Karai agreed.

"I think it's best we lay low here, until we get closer to Mt. Aris." April suggested.

Suddenly some crates were lifted up and they were discovered by one of the bird people, "Hey, Lix Spittle, Mullet, Squabble! Come check this out!" three more bird people approached.

"What is it, Boyle?" Lix Spittle asked.

"Looks like a pack of stowaways." Mullet said suspiciously.

"What are we s'posed to do with 'em?" Lix wondered.

Squabble only squawked, as Boyle began, "I think we tie 'em up!" Applejack gasped in reaction.

"We clip their wings!" Lix declared, as Rainbow and Casey gasped, while Casey held onto his wings.

"Nah. We scar 'em..." Mullet began, as Rarity yelped and Mikey whimpered, "Emotionally!" he finished, as Fluttershy sobbed, while clinging to Fugitoid.

Leo spoke, "Look, this is all a misunderstanding. If you'll give us a chance to explain ourselves..."

Mullet shushed him, and spoke to another, "What say the book, Captain Celaeno?"

Approaching was a bird woman with a wooden peg leg, who answered while reading a book, "Storm King's rule book says, "Throw them overboard."" she declared.

The group gasped, as a plank popped out of the side of the ship, "I don't wanna walk the plank." Casey complained.

"And that's a long drop!" Donnie cried, as the bird people were about to grab them, until a whistle blew.

"All right, that's lunch!" Celaeno called.

Suddenly the heroes were seated in the dining cabin with the birds each with a bowl of slop with bird seed in it, "What?" Twilight asked in confusion, as the others looked around at the workers.

"Whoa whoa whoa! So you were about to toss us overboard and you stopped for a lunch break?" Rainbow Dash asked in confusion, only for Twilight to shoot her a glare.

Fugitoid spoke, "Rainbow Dash, let's not be rude to our hospitable hosts."

Boyle spoke, "Storm King only allows one break a day for meals, then it's back to hauling goods."

"Only one break a day for meals?" Mikey gasped.

"Well, I guess one break is better than none." Sunset noted.

"So you're delivery guys?" Spike asked.

"And gals," Celaeno replied, "These uniforms aren't exactly doing us any favors."

"Very tacky." Shini said.

"Indeed." Rarity agreed.

"Then might I make a request that you all deliver us to Mt. Aris?" Blade requested, as Twilight showed them the map they took from Capper's place.

"Sorry. We do what the Storm King orders or we suffer his wrath." Celaeno sighed.

"So still going overboard?" April asked.

"Bummer, yo." Casey sighed.

"Eh, it's nothing personal. Pudding?" Lix asked.

"There's pudding?" Rarity asked with joy.

"Yummy!" Mikey cheered. But all they received was a plate of the same slop, much to their dismay.

"You weren't always delivery birds, were you?" Rainbow asked.

"What about before the Storm King?" Leo wondered.

"Yeah. We used to be much more adventurous." Celaeno went to a Storm King poster, and lifted it up to reveal a black flag with a skull and crossbones image.

"Ooh! I met that guy in the desert!" Pinkie pointed to the skull.

"Whoa! You used to be pirates?!" Rainbow asked in shock.

"That's wicked, yo!" Casey cheered.

"Um, we prefer the term "swashbuckling treasure hunters"." Mullet replied.

"Basically pirates." Donnie said.

"I can't believe you gave up that line of work to become delivery birds." Raph said in disbelief.

"Yeah. I wouldn't give up being a ninja for all the pizza in the world." Mikey added.

"Ninja?" Celaeno asked, as her crew were curious.

Leo spoke, "Yes, my brothers and friends here are ninjas."

"Interesting. I always wondered which is the strongest fighter. Pirate or Ninja?" Boyle pondered.

"I ask myself that every day." Mikey gasped.

Rainbow spoke up to the crew, "You birds have a choice to make. You could let some cloven-hoofed Storm King tell you how to live your lives, or..." she tore off the Storm King poster to reveal their old flag, "You could be awesome again!"

"What she said!" Casey agreed.

"Rainbow Dash, Casey, this really isn't a good time for a— " Twilight was cut off as Rainbow began singing.

Rainbow: I know the world can get you down

"Song." Twilight finished dryly, as she looked to Leo who shrugged to her.

Rainbow: Things don't work out quite the way that you thought

Feeling like all your best days are done

Your fears and doubts are all you've got

Rainbow and Casey walked atop the table while getting everyone's attention.

Casey: But there's a light shining deep inside

Beneath those fears and doubts, so just squash 'em

Casey squashed a mug of water causing some of the water to splash onto Twilight and Sunset much to their embarrassment. Rainbow flew past one of the Storm King's flags to unveil a portrait of Celaeno as a pirate captain, and a lot of other pirate stuff on shelves.

Rainbow: And let it shine for all the world to see

That it is time, yeah, time to be awesome

The group swapped their plates away and started pounding on the table like drums.

Ponies: Ah, ah, ah-ah, awesome!

It's time to be so awesome!

Ah, ah, ah-ah, awesome!

It's time to be so awesome!

Twilight who was concentrating on the map, rolled her eyes and left the dining cabin, much to Leo and Sunset's worry. Celaeno suddenly felt that spark inside her was reigniting again and started singing.

Celaeno: You've no idea how hard it's been

Ponies: It's time to be awesome!

Celaeno: This dull routine we've been forced to do

Rainbow Dash offered Celaeno her old pirate captain hat.

Rainbow: Don't let them rob you of who you are

Be awesome, it's all up to you

Celaeno: I feel the light stirring deep inside

It's like a tale still yet to be told

She removed her worker hat and dawned her pirate captain hat.

Ponies: It's time to be awesome!

Rainbow and Celaeno: And now it's time to break the shackles free

And start living like the brave and the bold!

The rest of the birds threw off their work hats, and opened an old chest to reveal their old pirate garb. Boyle reattached a hook to his one hand, Squabble put a lifebuoy around his neck, and soon the pirates were back. Even the ninjas and ponies stepped out of the cabin dressed as pirates from wearing hats, headbands, eye patches, belts, etc.

"Yeah let's get our Pirate on!" Mikey cheered.

All: It's time to be awesome!

Let loose, be true, so awesome!

It's time to be awesome!

Go big, be you, so awesome!

Mullet swung around the ship by rope with Rainbow and Raph.

Mullet: We used to soar through the clouds in the skies

Fluttershy, Spike, Leo, Pinkie, Sunset, and Fugitoid were helping Twilight with the map.

Lix: Elaborate schemes we would love to devise

Boyle was carrying a treasure chest.

Boyle: We rescued our treasure and stored it away

Captain Celaeno pulled out a big diamond from the chest and showed it to Rarity and Shini.

Captain Celaeno: Saving those gemstones for a rainy day

All: We see that light filling up our skies

Karai: So take the Storm King's orders and toss 'em

She tossed the Storm King's Rule Book off the ship

All: 'Cause it's the time to let our colors fly

Captain Celaeno: Hey, scallywags, it's time to be awesome!

All: Hey! Hey! Hey! Hey!

"Come on! Let's show these little ponies how it's done!" The Captain called, as they pulled some ropes as the airship released big rainbow colored feathers making the airship look like a bird.

"Wow." they gasped.

"Astonishing." Fugitoid said.

"That is too cool." Blade said.

"Not bad." Raph admitted.

"Sweet!" Mikey cheered.

"Awesome!" Rainbow cheered, "I knew you had it in ya! And now for the finishing touch!" she flew up high above the ship.

"Rainboom! Rainboom! Rainboom! Rainboom!" Pinkie cheered.

"What's Rainbow Dash doing?" Leo wondered.

"That would be her famous Sonic Rainboom." Spike answered.

Twilight realizing this started to panic and pleaded, "No no no no no! No!"

Rainbow Dash flew down as fast as lightning and released her Sonic Rainboom, "Aw, yeah!" she laughed.

"Wow!" Captain Celaeno said in awe.

"This is amazing!" Donnie gasped.

"What a wonderful phenomenon." Fugitoid agreed.

"So pretty." April marveled.

"Ohhh!" Twilight dreaded.

"Twilight, what's wrong?" Leo asked.

"Rainbow suddenly doing a Sonic Rainboom? That's going to attract attention!"

"Relax, Twilight," Mikey said, "We're probably far out of dodge for anyone to see it." Twilight still didn't feel assured, and watched as everyone was having fun with the pirates.

Captain Celaeno was busy practicing swordplay with Karai and Rainbow Dash, while Mikey was swabbing the deck with sponges attached to his back hooves. As everyone was having fun, Twilight was trying to concentrate, until Sunset came over, "Still focusing, Twilight?"

"Well, somepony has to."

"Look, we're all worried about Equestria. But if we let this worry eat away at us, we won't be in our right minds when it comes to the moment to act," Sunset explained, "Sometimes a chance to relax helps us focus better. I mean look at them." she motioned to the ninjas and their pony friends making the most of their situation.

Twilight watched them, and for a moment felt ready to roll up the map and join them, until they heard a bell ringing. Squabble was squawking in fright, and everyone saw Tempest's ship approaching, "Storm Guards!" Captain Celaeno gasped, "Looks like they found you!" she told her new comrades.

"Tempest!" Twilight gasped.

"She's really like a bad itch you can't get rid of." Mikey said.

"What do we do?" Donnie asked for instructions.

"We need to keep you hidden." Boyle said, as he opened the trap door below, and the heroes went below deck to hide.

As they were secured below deck, Rainbow asked sheepishly, "Ya think she saw my sonic rainboom?"

Twilight snapped, "Are you kidding me?!"

The ninjas shushed her, "Keep it down." Karai hushed her.

"The last thing we need is giving them another hint we're here." Leo added.

Tempest's ship suddenly launched a grappling hook into the pirate ship putting a hole in the side of it. The ponies cried in fear, as Tempest's ship reeled itself in connecting the two vessels.

Above deck, Tempest, Grubber, and two guards boarded the pirate ship. Tempest spoke to the captain, "Where is the Pony Princess?"

"Princess?" Captain Celaeno asked, as she checked the itinerary, "Prin-Cess, Prin-Cess... Nope. All we're hauling is Storm King merchandise." Squabble confirmed, while holding up a Storm King bobble head.

"You do realize that if you were to shelter fugitives, the Storm King would be quite... explosive." Tempest warned the captain who gulped.

Below deck, the group could hear what was going on, as Blade spoke, "She's suspicious."

"We have to get off this ship before they tell Tempest we're here!" Twilight whispered loudly.

Rainbow whispered back, "We helped them get their mojo back! They're not gonna give us up!"

"Yeah. I wouldn't give them up." Raph added.

"Let's hope they can hold a bluff up long." Fugitoid hoped.

"But what happens if they ask to search the ship?" Shini asked.

"Which is why we need to get off." Twilight noted.

The group was in a panic or lounging around hoping it would blow over. Twilight sighed, until she looked around at a Storm King tapestry, a crate, some rope, and a lever. She smirked, "I've got this."

"Huh?" April and Leo wondered.

Above deck, Tempest was once again trying to be patient, but was ready to deliver an ultimatum, "Now, I'm gonna count to three, and if you don't tell me where they are, your ship is going down. One..."

Twilight levitated the stuff she eyed and gave the tapestry to Rainbow, "Hold this."

"What are you doing?!" Rainbow asked in disbelief.

Donnie and Fugitoid looked around and realized what was going through her mind. They looked at each other and spoke simultaneously, "Oh, boy."

"Two..." Tempest continued to count, as the captain was ready to draw her sword.

"Oh, this is intense!" Grubber cheered.

"Three!" Tempest shouted, as everyone heard Pinkie and Mikey's screaming, "What?" she gasped. Down below the lever Twilight pulled was the drop hatch, and the heroes were released and started plummeting.

"Oh, for Celestia's sake!" Rarity shouted, as they plummeted.

As they screamed while falling, Pinkie took the time to laugh and cheer from the free fall. Even Rarity took the time to look herself in a falling mirror before resume screaming. Karai shouted, "Twilight, you better have a plan other than us dropping to our doom!"

Suddenly Twilight used her magic to levitate all her friends, placing them in one of the falling crates, "Little cramped in here." Casey groaned.

The Princess levitated the rope over, as Applejack wondered, "What in they hay is she up to?"

"Using her brain." Fugitoid answered.

Twilight used the rope, tapestry, and crate they were in to make a makeshift hot air balloon. She grabbed Spike and used his flames to keep the balloon up and it succeeded avoiding a crash landing. Everyone sighed in relief.

"That was too close." Shini said in relief.

"If I still had my shell I'd need to change it." Mikey said in shock.

"I think my heart stopped and started up again." Sunset panted.

"Mine too." April agreed.

"Thank goodness." Rarity sighed in relief.

"Phee-yew! Quick thinkin', Twilight!" Applejack commended her.

"Yes. Well done, Princess." Fugitoid agreed.

Twilight for the first time since the adventure felt good and cheered, "Yahoo! Ha ha!"

"That was fun! Can we do it again?" Pinkie asked, and everyone looked dryly at her.

"Let's not." Leo answered.

Rainbow flew out of the crate and started steering the balloon, "Next stop, Mount Aris!"

"We're home free!" Twilight cheered with her friends.

"Tempest surely won't be able to follow us now." Blade said hopefully.

Back aboard the ship, the Storm Guards were tearing the place up, while Tempest was backing the pirates and Capper into a corner. Grubber announced, "There's no ponies. But I found this," he held up a cupcake, "It's a... kind of a cupcake... with sprinkles... Oh, yeah, I found this too." he gave her the map Twilight was using.

Tempest gasped as she looked at it, while Grubber noticed Pinkie drawing of herself on it, "Wow, this is a real artist!"

Tempest spoke to Capper, "Looks like they're heading to Mount Aris."

"Really?" Capper asked, while pretending to be surprised. He began stammering and laughed nervously, "Mou- Mount Aris? I... Well, that's my mis— I didn't know that... Mount Ari... My bad, I didn't... That's my... I'm sorry, I'm very very sorry."

"Now, about your betrayal..." Tempest told the group, before using her magic to zap the ship destroying it, while debris landed in the ocean below. Was this the last of the Pirates and Capper?

Seaquestria

After escaping Tempest from the Bird People's pirate ship, the heroes floated off on a makeshift hot air balloon on their way to Mount Aris. The good news was they arrived, but the bad news was their balloon crashed at the shoreline below the mountain. After the crash they had to trek up the mountain by hoof.

"We had to crash the balloon at the bottom of the mountain!" Rarity complained, as she struggled up the mountain, "That's it! I simply... cannot... even! I have nothing! The bad guys have won! I'm so sorryyyyyyyy-y-y-y!" she dropped to the ground sobbing.

Karai who was trotting past her, while not looking exhausted at all spoke, "Do you have to be so melodramatic?"

"We're almost there!" Rainbow called from above.

Rarity growled, before speaking in annoyance, "Will you stop saying that?!"

"Yeah, Rainbow, that's all you've been saying." Raph added, as he and Mikey trekked up the mountain.

"No, really! We're actually here!" Rainbow assured them.

They finally reached the top to see an archway of two hippogriff's crossing, "This is it!" Twilight gasped.

"We actually made it." Sunset said equally happy.

"Thank goodness, I was afraid my parts were going to come undone from so much climbing." Fugitoid said.

"Wow." Mikey gasped.

"Well, I'll be," Applejack laughed, "Hippogriffs, here we come!"

"Time to rest my hooves." Rarity said in relief.

"Let's just hope these hippogriffs can help us." Casey said.

"Yeah, after what we've been dealing with let's hope they can be trusted." Shini added.

Blade answered, "Princess Celestia had faith they would help us when she originally sent Luna to find them. We have to trust her judgment."

Upon entering the kingdom their hope was dashed when they saw the entire kingdom was dark, eerie, and blanketed in a mist, "Are you sure this is the right place?" Rarity asked.

"It looks deserted." Leo looked around.

"Hello?! Is anypony home?!" Applejack called out but got no answer.

Pinkie popped out of one spot, "No Hippogriffies here!" she began popping up all over the place, "Or here! Or here! Or here or here or here! Waaaaaiiit!" she looked under a small rock, "Nope! This place is emp-ty!"

"That can't be possible." Donnie gasped.

April answered, while concentrating, "Actually, it is possible. I'm not sensing anybody else here but us."

"And based off the look of this place, it was abandoned for quite awhile." Blade inspected the cobwebs.

"But... Celestia... The map. They have to be here." Twilight said while trying to keep calm.

"If they are they're certainly doing a good job of laying low." Karai said.

Spike looked around feeling scared, "Something bad happened here. Something that turned this whole place into a ghost town."

"A g-g-g-g-ghost town?!" Fluttershy trembled.

"I hate ghost towns." Mikey shivered.

"Let's split up and cover this whole kingdom," Leo instructed, "Maybe we'll find a clue to where the hippogriffs went."

Before they could split up, they head humming in the distant, "What is that?" Raph asked.

"I don't know." April answered

"But it's close." Sunset added.

"It's coming from over there." Twilight motioned to one structure.

They slipped under a pile of rocks and into a dark cavern. Twilight used her magic for light, while Fugitoid's eyes lit up to provide extra light. They proceeded quietly, as the humming got louder and closer.

The team happened across a large pool of water with a big lotus blossom in the middle that glowed, "Over there." Leo whispered.

As they tried to get closer, Mikey stepped on a broken stair causing it's to break which was loud enough for anyone to hear, "Mikey!" they whispered loudly as Mikey cringed.

The one humming ceased her melodious tune before speaking, "What was that?!" whatever spoke dove into the pool.

"Hey! Wait up! Cannonball!" Pinkie cannon balled into the pool.

The others hurried over to the water, "Pinkie!" Twilight cried, as they stepped into the water.

Pinkie surfaced and spoke, "She's gone!"

"Gone?" the mutant brothers asked.

"Maybe there's a tunnel somewhere down there?" April suggested.

They started hearing something else, "Now what?" Twilight asked having enough surprises for one day.

Suddenly the pool started draining, while the group started swirling around like they were being sucked down a drain, "Oh, boy. I hate epic adventures." Rarity complained.

"This must be what it's like to be flushed down a toilet!" Mikey cried.

The group went down the drain before finding themselves in an underwater cavern. But with them being ponies they couldn't breathe water. Twilight watched her friends holding their breath, while thinking this was the end for them before blacking out.

Suddenly Twilight gasped for air, as well as everyone who suddenly found themselves wearing air bubbles around their heads like diver helmets, "Air!" Raph said in relief.

"I thought we were done for." Sunset said.

"I saw a light for a moment, and it was beautiful," Casey panted, "I even saw my grandma."

"Way to leave it to the last minute, Twilight!" Pinkie said.

"I didn't make these bubbles," Twilight answered, before noticing someone was missing, "Wait, where's Fugitoid?"

"Over here!" Came the professor's voice. Everyone saw Fugitoid arms and legs have been tucked under him like a fetal position while pointing backwards. He swam through the water as if he were a submarine, "I guess this submarine mode Sunset and Twilight installed into me would come in handy after all."

"Hold on," Leo spoke, "If Twilight didn't make these bubbles, then who did?"

The group saw something swimming around them in the dark, "Hello? We're looking for the Hippogriffs." Twilight began.

A bright light shined, as the one watching them spoke suspiciously, "How do I know I can trust you?"

Twilight explained, "Please. The Storm King invaded our land. And we need their help."

"The Storm King?" the figure asked before revealing itself to be some kind of sea creature with brilliant cyan colored eyes, light arctic blue mane, and her coat was a Light gambogeish gray, "I'm so glad I saved you guys! I'm totally taking you to my mom!"

Twilight gasped, "Does your mother know where they are?"

"Oho!" the creature answered in singsong, "She might have an idea!" she giggled.

"What are we looking at here?" Karai asked.

Blade answered, "A seapony."

"Seapony?" Pinkie asked.

"A creature part pony and part fish that's capable of living under water." he explained.

"'Now I've seen everything." Raph said dryly.

"Come on, let's follow her." Leo said, as they followed her.

"By the way, who are you?" Shini asked.

"Oh, silly me for not introducing myself. I'm Princess Skystar. Nice to meet you." she giggled.

"Royalty!" Mikey gasped, as he bowed his head, only to get pushed forward by Raph.

"Come on, we're almost there." Skystar said with excitement.

They followed Skystar to an underwater paradise where more seaponies were, "Wow!" the girls gasped.

"It's so beautiful." April gasped.

"It's almost like being on Varuna." Fugitoid said, while marveling.

The Princess led the ninja up into an underwater castle and soon found themselves inside a throne room, "Wow, it's like the equivalent of Atlantis." Donnie gasped.

They saw sitting atop a throne was another seapony with strong magenta colored eyes, her mane was a gradient of brilliant fuchsia to strong mulberry, and finally her coat was light fuchsiaish gray. Skystar swam up to her, "Mother, look what I found!"

The seapony that was Skystar's mother sighed in boredom, "Is it another shell? Because I am telling you if it is another shell, I am-" she gasped loudly upon seeing the heroes, "Princess Skystar, whatta you done?! You know surface dwellers are forbidden here! Guards!" Four seapony guards surrounded them with their spears aimed at them.

"Oh, sea cucumbers!" Raph groaned.

Skystar spoke up, "No no n-no! M-M-Mom, please! It is so not like that! The Storm King is trying to destroy their home, too!"

"Your daughter speaks the truth, ma'am." Leo assured her.

"We need to find the Hippogriffs. Do you know what happened to them?" Twilight asked.

"Well, of course I know. I'm the queen. I know everything." the Queen answered.

"Oh, oh, it's such a good story!" Skystar started acting all giddy.

"Don't you dare tell them!" The Queen scolded her.

Skystar ignored her mom and started telling the story using images on a window, "Once upon a time, like, a while ago, the Hippogriffs did live on Mount Aris."

"Ooh!" the group gasped.

The Queen spoke, feeling ignored, "Did I not say don't tell them? But hey, I'm just the queen. Don't mind me."

Skystar sighed, "Fine! I can't tell you! But if I could tell you, I'd say that that horned beast did show up to steal their magic!"

"Seriously?" The Queen asked in disbelief.

"Just like Mikey." Donnie said.

"I'm right here, ya know!" Mikey snapped.

Skystar continued, "But, to keep it out of his clutches, their brave and majestic leader, Queen Novo, hid them deep underwater where he could never go! We are... Well, we were the Hippogriffs! Ta-da!" she laughed, before whispering to Karai and Shini, "But I totally did not tell you that!"

The Queen spoke up, "Well, I guess the pearl is out the oyster now. I am Queen Novo." she introduced herself.

"It's an honor to meet you, your majesty." April said respectively.

Applejack swam up, "Hold on now. Lemme get this straight. When the Storm King came, you just abandoned your entire city and fled?"

Skystar answered, "We didn't flee! We swam! Y'know, in order to flee."

"And how did you suddenly gain gills and the ability to breathe the water?" Sunset asked.

The Princess got excited again, "Oh! Can we show them? Huh? These are the first guests we've had in, like, foreveeerrr! Can we, can we, can we, can we, can we, can we, can we, can we, can we?" she pleaded to her mom.

"Well, I suppose I should make sure it still works." Novo chuckled.

"Make sure what still works?" Casey asked.

Novo flew up to a jellyfish chandelier hanging above her throne, that started lowering something down. It was a glowing pearl, "Careful now." Novo said, as she held it with care.

"What is it?" Rainbow asked.

"Looks like a pearl." Blade said.

"Not just any pearl, hon." Novo said, as magic started being released from it and the aura surrounded the heroes.

To their surprise, their air bubbles popped, and the girls, Blade, April, Casey, Karai, and Shini's back hoofs started combining into seapony tails, with fins to boot. On their single fin were their cutie marks. The brothers on the other hand changed into regular sea turtles while keeping their mane, masks, and weapons.

"These fins are divine!" Rarity marveled.

"And beautiful." April added.

"Hey, Applejack, Casey, I'll race ya to that coral!" Rainbow challenged them.

"You're on!" Applejack answered, as the three swam.

"Ooh, try it Fluttershy!" Pinkie beckoned her to swim.

Fluttershy tried it and giggled, "Yay."

Suddenly popping up was Spike who had transformed into a puffer fish, "Guys? Guys? What is..." he puffed up, while releasing bubbles, "Happening?!"

"Aw, so cute!" Fluttershy smiled.

Casey laughed, "That's a good look for you, Spike."

The mutant brothers swam around, "Bros, check it out! We're turtles again!" Mikey cheered.

"Technically, we're sea turtles now," Donnie corrected him, "Notice the flippers?"

Blade looked himself over, "Amazing. I go from mutant pony to mutant seapony."

"Yeah, but at least you still got your arms." Karai noted, while swimming.

"Yeah, you're kinda like Fishface now." Mikey said, much to Blade's confusion.

Fugitoid still swam around in submarine mode, "Good thing I still have my submarine mode."

Twilight spoke in excitement, "This is amazing!" she swam up to the Queen while motioning to the pearl, "With this, we could transform everypony at home into something powerful enough to face the Storm King's army!"

Novo kept the pearl close to her, as she answered, "Or it could end up in his greedy claws!"

"But..."

"Honey, I'm sorry about your home. I truly am. But my responsibility is to protect my subjects. The pearl... is not going anywhere." she put the pearl back inside the jellyfish.

"But we've come all this way. And you can't just hide down here! Trapped forever! There's so much you're missing!" Twilight pleaded.

"Yeah. We should know." Mikey added.

"We are one hundred percent okay with that!" The Queen said answered, before a little octopus swam over and chittered to her, "Yes, Jamal?" Jamal chittered again, "Ooh! Time for my seaweed wrap," the octopus chittered again, "Yes, a massage, too. Mama needs her deep tissue." she swam off.

The heroes looked on in disbelief, "So that's it? We left home for nothin'?"

"That can't be." Sunset said in shock.

"What a waste." Raph grumbled.

"So what do we do now?" Casey asked.

"We can't go back to Equestria with nothing." Mikey said sadly.

"Oh, my gosh!" Skystar gasped, "Best... idea! You can stay with us! Forever!" she laughed, while the others didn't look so thrilled about it, "There are so many things we can do! We can make friendship bracelets out of shells and... picture frames outta shells and... decorative wastebaskets out of shells... Oh, I have so many projects that involve shells, haha! Now I have someone new to share them with! I mean, aside from my friends, Shelly and Sheldon," she held up two shells with googly eyes on top of them, "Right? "Shelly"? And "Sheldon"?" she chuckled, "Get it?"

"That sounds lovely, darling, but you must realize, we can't stay." Rarity tried to deny without being rude.

"We've gotta get back to our families." Appeljack added.

"And we don't exactly belong in this world ourselves." Leo said on behalf of his family.

Skystar suddenly looked depressed, "Oh, no. Of course. Of course. Heh. Of course you have your own friends back home. It's fine. It's fine. Heh," she whispered to Mikey and Sunset, "Shelly and Sheldon get jealous anyways. Heh. It's probably for the best. Yeah, I'll just, um... I'll get Mom to, uh, turn you back so you can go home." she swam away sadly.

"I feel bad for her." Mikey said.

"I do too, but we don't have a choice." Raph reminded him.

Pinkie spoke up, " I know we have to go, but you guys saw how disappointed Princess Skystar was. Couldn't we stay for just a little longer?"

"I'm down with that." Mikey smiled.

"Guys, we just don't have time for..." Applejack was cut off by Twilight.

"Oh, no. No no. Pinkie's right."

"Say what now?" Rainbow asked in disbelief.

"That's a first." Donnie said.

"Well, we still need to come up with a plan to get back," Twilight began, "A few minutes won't make a huge difference. And if there's anypony who can cram a lifetime of fun into a blink of an eye, it's Pinkie Pie!" Pinkie squeed with joy, "So, go ahead and show Skystar the best time ever!"

"I won't let you down!" Pinkie promised.

"I'm counting on it." Twilight replied.

So the group started swimming off, while Leo looked back, "You coming, Twilight?"

"In a minute, Leo. I need to think of something."

"Well, ok." Leo followed the others, while unaware of what Twilight had planned.

Skystar swam sulkily while trying not to cry, "It's probably for the best." she held back her tears.

Suddenly Pinkie held up Shelly and spoke for her through song.

Pinkie as Shelly: Hey, now, don't be sad.

Mikey as Sheldon: I know we cannot stay

Both: But we've got a couple minutes

And a little time to play

The group presented themselves looking ready to have some fun, as Skystar sang along.

Skystar: I know you have important things

So it's okay, just go

Pinkie: But we can still pick one small, little thing

To do with you, y'know!

They all swam out of the castle to have fun around the sea kingdom.

Pinkie: One small thing doesn't seem like a lot

One small thing, work with the time you've got

Soon, one small thing becomes two

After two, perhaps another few

Then one small thing is not so small

One small thing can be the biggest thing of all

The heroes swam along in a dance like style.

Skystar: All right now, since you're here

Let's see what we can do

Swim with the flow until you go

Together, me and you

Their fun caught the attention of the rest of the seaponies who started looking interested in their playing.

Pinkie: I've got necklaces for everyfish

So what else do ya got?

Skystar: Well, we could play the bubblefish

You'll like this one a lot!

Both: One small thing, it's a good place to start

Ninjas: Just one small thing

Pinkie and Skystar: One small thing, and we don't seem so far apart

Ninjas: Don't seem apart

All: Soon, one small thing leads to more

It's so much more than there was before

Just one small thing, and you will see

The start of something big for you and me

The seaponies gained the confidence they needed to join in with the group to sing along and have some fun. Even Queen Novo came out from enjoying her massage and seaweed wrap to see what was going on.

Pinkie and Mikey :One small thing

Seaponies: Just one small thing

Skystar, Karai, and Leo: Or a tall thing

Seaponies: Just one tall thing

Fluttershy, Sunset, and April: Or a sing thing

Seaponies: Just one sing-y thing

Rarity, Fugitoid and Shini: Or a bling thing

All: Just one bling-y thing

Applejack, Blade, and Casey: A conga thing

All: Yeah, a conga thing

Rainbow Dash, Donnie, and Raph: Or a longah thing

Seaponies: Just one longah thing

Pinkie Pie: A blue thing, true thing, you thing

Seaponies: Oooh-oooh

Skystar: A whee thing, sea thing, me thing

Seaponies: Oooh-oooh-oooh!

Pinkie and Skystar: So many things and everything until our time is done

There's one small thing for each and everyone!

Queen Novo swam over as her daughter sang solo, while feeling moved by her words.

Skystar: One small thing, so much we can create

You and me, we started something great

It's so amazing, look around

At all the happy sights and sounds

One small thing is big, it's true

You did this all for us

I just wish there was one small thing

An extra special kind of thing

Novo swam up to her daughter, as they danced together.

Skystar and the Seaponies: That we could do for you...

One small thing!

"Woo!" the queen cheered and laughed.

Everyone laughed and cheered, "That was so much fun!" Mikey cheered.

"Felt good." Karai admitted.

"I haven't felt this great, since I fell to earth." Fugitoid said happily.

"Well, I guess there is one small thing we can do." Novo admitted.

The group got anxious, until an alarm started blaring, "What's that?" April asked.

"The pearl alarm! Oh, no, the pearl alarm!" a seapony gasped.

"Wait a minute, where's Twilight?" Sunset asked.

Leo gasped when he realized why Twilight stayed behind, "Oh, no!"

The group swam back to the castle to find Twilight tangled in the jellyfish tentacles while trying to grab the pearl only to get shocked, "Twilight!" the ninjas gasped.

"She didn't." Sunset gasped in disbelief.

Novo looked very angry at Twilight and snatched the pearl, "No please!" Twilight pleaded.

Novo spoke severely and disappointed at Twilight, "All of this so you could sneak in and take the pearl?!" she spoke to her daughter, "This is why we don't bring strangers into our home!" she looked back at Twilight and her friends who were nervous, "You don't deserve to be one of us." she said ominously, before the pearl's power was unleashed upon them again. Twilight done goofed everything up, and she'll goof up even more next time.

Friendship Falls Apart

Back in the outside world, the group resurfaced, almost out of breath. They all swam ashore looking soaking wet and like they were back in square one. The group then looked at Twilight, clearly upset with her.

"Twilight, what were ya thinking?" Applejack asked in anger and in disbelief, "I mean, stealing their pearl?"

"Did you honestly think that plan would work?" Karai asked, also in disbelief.

"It was the only way to save Equestria." Twilight responded while drying her mane.

"Except it wasn't!" Raph shouted.

"That was an act of blind desperation!" Blade scolded her.

"Twilight, the queen was going to say yes! We all did what you instructed us and that had the queen realize that we are ponies worth saving." Sunset pointed out.

Pinkie gasped in realization and spoke, "Unless...you didn't really wanted us to show her the best time ever! You just wanted us to distract her!"

The group gasped in this realization as well. Twilight then faced the group in anger, "I never would have done it, but this isn't Equestria! We can't just dance around with con artists, make Rainbooms in the sky and expect everything to work out!" Twilight responded.

"And yet look how far we've come," Donnie replied, "Don't you realize what this whole adventure has led us to? The folks we met? The differences we have made?"

"Yeah all because what we know what we do best...at being awesome!" Rainbow pointed out.

"Its just not enough!" Twilight argued, "We are not enough!"

"Not true, Twilight," Leo spoke up, "We all stuck together throughout this journey no matter what."

Rarity spoke up, "Leonardo is correct, darling. We were going to get the help/reinforcements we needed."

Pinkie then spoke up, "The only thing that stopped us was you."

Twilight then trotted forward, towards Pinkie, still in anger, "Well I'm doing the best I can!" Twilight shouted, "Its all on me. I'm the one Tempest wants. I'm the last princess that still stands in the way..."

"Not everything is all about you!" Raph snapped, as Pinkie spoke up getting equally angry.

"You're also the only one who doesn't trust her friends!" Pinkie shouted, causing the group to gasp.

"Pinkie!" Mikey called to her.

Twilight faced towards Pinkie and stomped towards her, "Well..MAYBE I'VE WOULD'VE BEEN BETTER OFF WITHOUT FRIENDS LIKE YOU!?" Twilight shouted in anger as her horn started to spark.

Leo came in to break it up, "STOP IT NOW!"

Suddenly the magic from Twilight's horn burst out causing both Twilight and Pinkie to be pushed away from each other a little. As for Leo, he was pushed harder, causing him to hit his back against the boulder wall and fell to the sand in pain.

"LEO/LEONARDO!" every pony called out in shock.

Sunset, April and Karai then rushed towards Leo and helped him on his hooves, "Oh, that's gonna leave a mark." Leo groaned.

Everypony else was in shock after hearing what Twilight said and did, mostly Pinkie who started to shed in tears. She then looked down to the ground. Twilight, upon realizing what she just said and did, was too in shock. Twilight spoke in her mind of this moment, 'Oh dear Celestia, what have I done?' Pinkie started to trot away from Twilight, "Pinkie...I..." Twilight tried to reach out.

"I just can't talk to you right now," Pinkie sniffed, as she trotted further.

The rest of the group followed Pinkie, all in disbelief and disappointed in Twilight's act of judgment. Rarity had her head high in disappointment. Rainbow looked down in anger. Fluttershy looked really sadden. Applejack glanced over Twilight and then turned her head away as she walked.

As April walked passed Twilight, she spoke, "Sorry, Twilight, but I think you need to cool off."

Casey walked passed her and spoke, "You got a lot to think about, girl."

Karai trotted pass Twilight, giving her a disappointed stare as she trotted away. Shini walked pass Twilight and spoke, "Forgive us, your highness."

The three turtles glanced over Twilight, also feeling disappointed, "Real smooth there, Princess." Raph spoke.

"Take some time to think things over." Donnie pointed out, as he followed the others.

"Sorry, Twi." Mikey feeling sympathy for Twilight walked way with the others.

Blade walked by and looked at her, "Somewhere in that mind and heart was a pony who helped teach me the importance of Friendship. What happened to that pony?" he asked in disappointment before following the others.

Sunset trotted passed Twilight with Fugitoid. Sunset looked back to her with sorrow in her eyes and filled with tears as well. She turned her head and trotted with the others. Fugitoid only shook his head as he followed the others.

Soon enough, only Twilight, Leo, still feeling a little pain from the blast, and Spike were left alone. Twilight looked down in her guilt as she began to trot in the other direction the others were going. This leaving Leo and Spike alone.

Some time later, Twilight was sitting alone on top of the cliff looking down and reflecting what has past. Still feeling miserable of what she said and tears were leaking through her eyes. Out of sympathy, Leo and Spike caught up with the Princess of Friendship, in attempt to try and comfort her.

Spike stepped forward, "Twilight, its okay...You'll figure it out. You've always have."

"No...I can't," Twilight sniffed, "I ruined everything! There's no chance to save Equestria now!"

Leo decided to walk to Twilight and attempt to comfort her the most, "Twilight..." Leo tried to lay a hand on her.

"IT'S ALL MY FAULT!" Twilight sobbed and cried non stop. She then felt Leo's warm hand on her shoulder, as she noticed Leo kneeling down beside her.

"Its not your fault, Twilight," Leo stated, "We'll find some other way to stop the Storm King and Tempest. We always find another way."

"Not this time Leo," Twilight sniffled, "All is lost...because of me."

Leo not wanting to give up spoke in pride,"No. I don't believe so."

"Why didn't you two go with the others? Why did you come back after what I said to Pinkie and out of anger, magic was released causing you to be hurt by me?" Twilight spoke between sobs, "You should hate me for that."

"Twilight...Look at me," Leo instructed. Twilight opened her eyes and looked at Leo, still leaking in sorrow.

"I don't hate you. We don't hate you. We can never hate you. We're still friends, Twilight, no matter what or how difficult the situation is," Leo stated, "If there's one thing I have learned from all this, is that...friends don't quit on each other! They stick together to the end."

Leo continued on stating on what good they all have done for a long period of time, "Aside from the times that we both had separated, we both have faced other impossible odds together. We stopped the alien invasions from both the Kraang and the Triceratons, saving both our worlds from destruction, putting an end to the Shredder in his super mutagen form, and even helped Blade Swipe reunite with his sister, Melody and the rest of the ponies. Facing the Storm King and Tempest will be no different! We've been through a lot together, the good and the bad, with our friends. You even defended my life on Bleecker street from Shredder and his goons that one night in our world. You and your friends from CHS have shown all of us what the Magic of Friendship was really all about and we believed in it. The Twilight I know would never throw in the towel in the past encounters. And I'm certainly not gonna be the one that will let you do so!"

Twilight, upon hearing Leo's words, snapped out for her sorrow. She then smiled a little bit and wrapped her arms around Leo in a tight embrace. She then spoke upon sniffles, "Oh, Leo...I'm so sorry about what I said and did to you."

Leo held Twilight close and spoke, "It's alright, Twilight. Its gonna take a lot more than just a burst of magic to make it worse. You are our best friend, Twilight. The others still love you. My brothers still love you. Spike still loves you...I still love you!""

Twilight, heart warmed by Leo's words again, calmed herself down and spoke again in lighter sobs,"Oohh, I love you too, Leo!"

Spike, upon hearing what has pass, smiled and. A few tears were leaking from his eyes and he placed his claws onto his chest, feeling this moment coming to pass.

Twilight paused for a moment and spoke,"You're right though! We'll find another way out of this mess together!"

Leo then smiled at Twilight's recovery and spoke, "But first things first, you need to make amends with the others. So let's return and get things back on track."

"Yes," Twilight said as she and Leo got on their hooves and turned around and spoke, "Spike, let's..."

The two were in shock upon noticing that Spike was held captive by one of the Storm King's goons, "Spike!" Leo and Twilight called out.

"Help!" Spike cried.

"Hang on, little buddy!" Leo called, as he rushed over, jumped towards the goon and delivered a jump side hoof kick, causing the goon to be knocked out cold and released Spike.

"Spike, are you injured?" Leo knelt down and checked.

"I'm ok, thanks to you," Spike replied.

Twilight was staring to approach only for a crystallized cage to suddenly drop down and surrounded her. Twilight shrieked, causing Leo and Spike to turn and see their friend ended up being captured.

"No, No, No, No, NO!" Twilight shouted, as she was then being lifted up towards Tempest Shadow's Blimp.

"SPIKE!? LEO!?" Twilight called out to the boys.

"TWILIGHT!?" both Leo and Spike called out, as they watched their close friend being taken away from them.

"Oh man! Oh man! What are we gonna do? What are we gonna do?" Spike freaking out, until Leo calmed Spike down.

"Spike, listen to me. Find my brothers and the others. Tell them what happened," Leo instructed, "My only guess is that they will be heading back to Canterlot. We're gonna need all the help we can get."

"What are you gonna do, Leo?" Spike asked.

"I'm gonna hitch a ride on that blimp and try and help Twilight." Leo spoke in confidence.

"Are you crazy? You can't go through this alone! It's way too dangerous and that blimp will be crawling with guards!" Spike pointed out in concern.

"I've got to, Spike. She's our best friend! Like I said before," Leo then walked towards the edge of the cliff, holding our his grappling hook and shot it towards the blimp. Leo then turned to Spike, "Friends don't quit on each other!"

Leo was then pulled up to the blimp and shouted to Spike, "NOW GO!" Spike, inspired by Leo's word ran off to find the others, in hope that they are still willing to help save Equestria.

Meanwhile on board the blimp, Twilight was struggling to break out of her cage, but her magic was being repelled by the bars. Tempest walked over and spoke mockingly, "Aww, the "Princess of Friendship". With no friends! And no way out." she chuckled.

"Why are you doing this?" Twilight asked in confusion, "You're a pony just like me."

Tempest angrily put her hoofs to the bars with her magic sparking, "I'm nothing like you! I'm more than you'll ever be!" Tempest started circling the cage and decided to give Twilight her own taste of reality through song.

Tempest: It's time you learned a lesson

It's time that you understand

Don't ever count on anybody else

In this or any other land

I once hoped for friendship

To find a place among my kind

But those were the childish wishes

Of someone who was blind

Open up your eyes

See the world from where I stand

Me, among the mighty

You, caged at my command

Open up your eyes

Give up your sweet fantasy land

It's time to grow up and get wise

Come now, little one, open up your eyes

Tempest started flashing back to long ago when she was a filly with a regular horn. She was playing ball with two of her friends happily. Suddenly their ball rolled into a dark cave, and Tempest's two friends chickened out and selected her to go retrieve it. She crossed paths with an Ursa Minor inside the cave and it looked angry. Tempest tried to use her magic to defend herself, but the Ursa Minor swatted at her with its paw which was strong enough to break off the filly's horn.

We all start out the same

With simple naive trust

Shielded from the many ways

That life's not fair or just

But then there comes a moment

A simple truth that you must face

If you depend on others

You'll never find your place

Afterward, Tempest with a broken horn tried to play with her friends like before, but with her broken horn her sparking magic started scaring her friends, who ran from her and made a new friend to replace her. Filly Tempest watched in sadness and betrayal as she walked sadly away.

And as you take that first step

Upon a path that's all your own

You see it all so clearly

The best way to survive is all alone

Filly Tempest's sadness was replaced with anger as she started galloping away and left home, and since then vowed to not trust anypony or get too attached to anyone ever again. It cut back to present time, as Tempest continued to sing to Twilight.

Open up your eyes

See the world from where I stand

Me, among the mighty

You, caged at my command

Open up your eyes

And behold the faded light

It's time to grow up and get wise

Come now, little one, open up your eyes

Open up your eyes!

Tempest pulled a lever, as Twilight's cage was hoisted up to the deck of the blimp, where Tempest arrived. Twilight after listening to what she sang about realized what led her down this dark path, "I'm so sorry you felt so alone.

Tempest spoke bitterly, "I saw the truth. My 'friends' abandoned me when times got tough. Looks like I'm not the only one. Face it, Princess. Friendship has failed you, too."

Twilight sighed, "Friendship didn't fail me. I failed friendship."

"Soon that won't matter. Trust me, you'll see soon enough." Tempest left to check on things aboard the blimp.

Twilight dropped down to the ground and laid feeling bad about herself, "Without my friends, what can I do? I have nobody now." she sniffled.

"Do not let Tempest's words blind you from knowing what is truly right." came a familiar wise voice.

Twilight lifted her head up, seeing Master Splinter standing before her, "Master Splinter," she gasped, before sighing, "I messed up big, sensei. I did something terrible out of desperation because I had no faith in my friends. I even hurt Leo in the process. And now look at me, trapped, powerless, and with nobody."

Splinter went into teaching mode, "My dear student, mistakes is something everyone makes big or small. Some let these mistakes weigh them down, but others choose to learn from them and grow in spirit. You and my sons have done that countless times no matter how bad things ever got. You think you are alone because you are separated from your friends. But you are never alone. I may be gone, but I am always there for my sons and students in spirit. Including you."

Twilight was moved by Splinter's words, and asked, "What should I do, sensei?"

"Keep your hopes up, my student. It is not over until you have given up hope. And I've never known for you to give up hope." he finished.

Twilight looked away thinking about everything, before looking back to see Splinter was gone. She said to herself, "Splinter is right, I need to keep my hopes alive for Leo and everypony else."

Speaking of Leo, he had been laying low in the cargo area of the blimp, making sure to stay out of sight from the Storm Goons, Grubber, or Tempest. He looked around while sticking to the shadows. When he saw there was no opening to make an escape he thought, 'I'll never be able to get Twilight out of here at this rate. I guess I'll have to wait it out until we get to Canterlot. I just hope the guys have caught on by now.'

Back on the beach, the rest of the ponies and ninja were sitting around dismally over their failure, and Twilight snapping. Fluttershy was the first to speak, "This whole journey was such a mistake. All we wanted was somepony to help us."

"I guess beyond Equestria, everyone's only priority is looking out for number one." Shini said.

"Sadly it reminds me of myself." Karai sighed.

"Ya think, maybe it's time we talk to Twilight?" Applejack wondered.

"It has been awhile, perhaps she had enough time to come to her senses." Sunset replied.

Suddenly Spike came running over screaming, "She's! Been! Taken!"

"What?!" Rainbow Dash gasped.

"What do you mean 'taken'?" April asked in concern.

Spike panted, "Twilight's been taken! Tempest! She grabbed her! And took her on her ship! Leo went after her!"

The group gasped, "Leo went after her alone?" Mikey asked.

"He told me to warn you guys." Spike explained.

"I warned him about solo hero stunts!" Raph snapped.

"We've gotta get her back!" Fugitoid said in worry.

"How? We'll never catch up!" Fluttershy panicked.

"And we got no way to defeat those monsters." Applejack added.

"Even with our quantity, the Storm King and Tempest will be prepared." Blade put in, as everyone sighed feeling hopeless.

"Well, it's a good thing I happen to know of a group of mighty heroes that could handle this easily!" Came a familiar sly voice. Standing atop a rock was Capper wo miraculously survived the sinking airship. He came down to the ground, but was greeted by an angry Raph.

"YOU?!" he shouted, before charging at him, grabbed his coat, and pinned him against the boulder.

Rarity walked up looking less thrilled, "Well, look what the cat dragged in? Himself!"

Capper expecting this reaction tried to explain, "Now-now I know things did not really go as I planned due to me getting carried away by my little itch of habit..."

Raph answered, "Funny, the only thing I'm gonna be carrying away is another one of your nine lives puss in boots!" he pulled his fist back.

"Wait! Before you punch my lights out, just hear what I have to say. I may have a proposition that can save us from this Stormy mess." Capped pleaded.

Sunset feeling there was no other option stopped Raphael, "Hold on, Raph, even though he betrayed us, I think we should hear what he has to say."

Raph groaned, but spoke, "Alright...you got a minute, fur ball. Better make it quick."

Capped sighed in relief, and began explaining, "These heroes have faced the Storm King's army and escaped! I've seen them tackle the streets of the roughest towns, break out of the tightest situations, and inspire others to join their cause!"

The group gasped in amaze, until Applejack spoke, "Now don't get too excited. He's just talkin' about us."

"Obviously." Blade agreed, as the group sighed.

Capper continued, "They even escaped certain doom at the hooves of Commander Tempest!"

Casey spoke recalling it, "Yeah. We did do that."

Rainbow smiled, "And that was pretty great."

Suddenly another familiar voice called out, "Are you kidding me?! That was awesome!"

They looked up seeing Captain Celaeno and her whole crew, "You're alive?" Mikey gasped.

"We thought you were goners." April said.

"You can't bring us down so easily." the Captain answered.

"Figured you could use a claw!" Boyle offered.

"We're on board to help you fight the Storm King! Just not on board our... actual ship." The Captain added.

Mullet spoke, "That crazy unicorn sunk it. But you got back our argh! And we're ready to kick some booty." the pirates have a heartily laugh.

"Now we're getting somewhere." Fugitoid said happily.

Suddenly they saw the water bubble, and flying out from it was a creature glowing. It died down to reveal a creature half bird and pony, "Whoa!" Spike gasped.

"No way." Karai gasped.

"Beautiful." Shini gasped.

"Is that what I think it is?" Capper asked.

"A hippogriff." Casey answered.

"Not just any hippogriff." April realized, when they noticed the coloring of her feathers, and voice.

"Hellooooooo! Me again!" Skystar giggled, "I'm gonna get so grounded, but I talked things over with Shelly and Sheldon and they pointed out that you were just trying to help your friends. So I wanna help too," she flew over to the group, "'Cause ya know... one small thing..." she whispered to them, "Can make a really big difference!"

Spike looked around, "That's it, right? We didn't make friends with anypony else?"

"That about covers it." Raph assured.

"All right, y'all! I think our course is clear. Y'all ready to do this thang?" Capper asked the group.

"Indubitably." Fugitoid agreed.

"Always." Blade nodded while smiling.

"Ninjas never surrender." Donnie declared.

"And neither do friends." Sunset added.

"All right, team. We're in this together!" Raph declared, as they cheered.

"We're coming, Twilight and Leo! As soon as we bake up a plan!" Pinkie called

Author's Note

A big thank you goes out to BozzerKazooers for helping me out with this chapter. Honestly most dramatic scene in the whole movie. Don't miss next time where it's back to Canterlot for our heroes.

A Stormy Fight

Author's Note

Happy Valentines day to all my friends. Hope you'r ready to the biggest throw down here. I'd like to thank my friends BozzerKazooers and jebens1 for giving me ideas to use here. Enjoy, my friends.

A Stormy Fight

In Canterlot, where the Friendship Festival was meant to hold was now just a prison. All throughout the kingdom, every pony present for the festival was captured and locked in cages, were muzzled, and forced to work for the guards by pulling stuff for them or pamper them. In one of the cages was Songbird Serenade who was singing sadly.

Songbird Serenade: I am here and I see your pain

Through the storms, through the clouds, the rain

I'm telling you you can not escape

Suddenly one of the Storm Guards growled and banged on her cage to silence her. The pop star sighed sadly that she couldn't even sing for herself. Things got even worse when Songbird saw Tempest approaching and some captive ponies pulling a cart with Twilight still in a cage. The two ponies looked at each other sadly, but none was more sad than Twilight who felt responsible for not coming back with help all because of her desperation.

As Twilight was being taken away, the guards were unaware of a familiar ninja mutant who was sneaking around through the shadows. Leo poke his head up from behind a barrel before putting it back down as a guard approached. The mutant leader continued to sneak around before noticing one of the cages contained Starlight Glimmer and Trixie. He got closer and whispered, "Psst. Starlight! Trixie!"

The two unicorns looked and saw their friend, "Leo!" Starlight gasped quietly.

"Sorry we weren't here for you all. How're you holding up?"

Trixie answered, "It's been a nightmare. Everypony is locked up or forced to serve these monsters."

"And worse, they got Twilight now." Starlight added.

"I know. That's why I'm here." Leo assured.

"Where are the others?" Starlight asked.

Leo looked down and sighed, "They're not here."

"Not here?" Trixie asked in confusion.

"Why aren't they..." Starlight began, as Leo cut her off.

"Some things happened, and... Well, I can't go into full details. For now I need to get you two out of here." he used his swords to cut an opening in the cage allowing the two ponies to escape.

"Finally." Trixie said in relief.

"But they'll notice us gone. Luckily I can fix that." Starlight used a bit of her magic to project holograms of herself and Trixie inside the cage looking glum, and a hologram of the bars restored to keep them in.

"So what's the plan?" Trixie asked Leo.

"I have to go and help Twilight. You two lay low, until things look ok."

"You're going alone?" Starlight asked in disbelief, "Haven't your brothers told you going solo in situations like this is dangerous? Especially for you."

"I have to do this. If not, then Equestria is doomed." Leo said, seriously, as he trailed after his captured friend. Starlight and Trixie taking Leo's advice went to hide.

Inside the castle, Twilight was wheeled in and looked at her captured mentor and fellow princesses in horror. Her cage was placed in a fourth spot so all the princesses were facing the center. She watched as the two ponies puling her cart left with guilt stricken looks over what they were forced to do. Grubber closed the gates and laughed mischievously.

" Tempest, don't do this. Don't give the Storm King..." Twilight was cut off by the Commander.

"Your magic? Did you think you'd keep it all to yourself? Time to share. I'd love for everybody out there to know what I can really do."

"Ooh, fascinating!" came a voice. They looked at the throne and saw the Storm King enter through a back door, "What can you really do?" he asked suspiciously.

Grubber spoke up, "Your bidding, of course, Your Mighty One." with a pause, Grubber decided he didn't want to be present and ran out through the doors leaving the king and commander alone.

The Storm King spoke, "Bidding's good. I like bidding!" he turned to Twilight, "Um, what are you supposed to be?"

"I'm the Princess of Friendship!" Twilight answered while trying to be strong, but still sounded unsure.

The king just laughed, "Oh. That's nice," he turned to Tempest and spoke sternly, "Why is this one still moving?"

"She and her friends put up a bit of a fight, but she's alone now. She won't be a problem." she assured him.

Watching from the ceiling of the throne room was Leo who still stuck to the shadows. He looked in shock seeing not only Twilight captured, but the other princesses set up in a circle, 'Why're they set up like that? Is it some kind of ritual?'

Storm King spoke, as he walked past Tempest patting her head, much to her irritation, "Yeah. So, speaking of problems, this place, it seems a little too—oh, I don't know—cute!" he shouted, "I don't like cute! I never did like cute! Doesn't really go with my whole 'big bad powerful magic guy' thing, does it?! Deliver the punchline, Tempest, because this has gotta be a joke!" he grunted before sticking the staff he carried into the center causing the floor to glow around the four princesses.

They watched as the statues of the princesses started glowing and their magic from them and Twilight was being drained out of them, "No!" Twilight cried, while trying to resist/

The Storm King laughed, "Check out the light show!"

Leo watched in horror, "Oh no." he said to himself.

Outside, magic all around Canterlot was being drained and assimilated into the staff. When it was filled up, The king pulled the staff out and marveled, "Wow! Wow!"

Twilight gasped, as she slumped to the ground completely drained of her magic. Leo looked down at her in worry, "Twilight." he whispered.

"Let's get this storm started!" the king declared, "Ooh, hey, that's good. I should trademark that." he blasted a hole to the balcony and Twilight was blasted out of her cage and rolled across the ground.

Leo gasped, as he was eager to drop in and fight, but didn't want to act hasty without a plan. Storm King walked onto the balcony looking at the staff, "Not bad. Actually, kinda first rate. What else does it do?"

Tempest approached, " Your Excellency, you promised to restore my horn and give me." she was cut off by her boss.

"Okay. Hang on," he began using the power in his staff to move the sun and the moon switching it from day to night on and off, "You gotta be kiddin' me! I can move the sun?! A ha ha! Wow! Now this is what I'm talkin' about! Ha ha! Time to play! Tuesday, Wednesday, Thursday, Friday! Day, night! Day, night! Day night! Day night! Day night! Sunrise, sunset!" he hummed with glee while dancing like an idiot. Twilight looked at Tempest as if asking if it's still worth it.

Tempest was having doubts about the king, but stuck to her word and went to his side. Leo came down from the ceiling, but hid behind the statue of Celestia. He watched what was happening and thought, 'Guys, where are you when I need you?'

Meanwhile outside Canterlot, a giant cake was being pulled on a cart by Rarity, Applejack, Rainbow Dash, Pinkie, Sunset, Fluttershy, Karai, April, Casey, and Shini. On top of the cake was Spike pretending to be an ornament while spitting small fire to look like a candle. Walking in front of them was Capper wearing an apron and chef's hat. As they got closer, the two guards guarding the entrance stopped them.

Capper began speaking, "Uh, yeah, I got a delivery here for a Mister "The Storm King". I was given explicit instructions to bring this here cake to this here castle's throne room," the guards looked at each other before aiming their weapons at Capper. The cat however still remained in character and worked his charm, "All right, then. Look here. Could one o' y'all go be a pal, go tell your boss he's not gettin' his 'congratulations on subduing defenseless pastel ponies' cake? 'Cause I don't wanna be the one responsible for the big guy missin' his special dessert. You know what I'm sayin'?" he walked away to the ponies who looked worried, but Capper winked and started lowering his digits as if counting down. When he reached his last finger, the guards cleared way for them.

"Thank you kindly, fellas. I'mma be sure and put in a good word for the botha y'all." Capper said, as the ponies continued pulling the cake into Canterlot.

Karai whispered to April and Shini, "I can't believe it worked."

"So far at least." April whispered back.

As they continued forward, Applejack noticed Pinkie was smiling brightly, "Pinkie, quit lookin' so happy! Ya ain't foolin' nopony!" she whispered.

"Oh! Ok!" she answered quietly before putting on a sad face and whimpered.

"Why is it changing from day to night on and off?" Shini asked, as they saw the sun and moon constantly switching places.

Sunset whispered, "I think maybe we were too late to stop the Storm King from taking their magic."

"No." Rarity gasped.

"Don't worry. We always have another chance." April assured them.

As they reached the city square, they saw everypony captured, which left them speechless, "This is horrible, yo." Casey gasped.

"I wouldn't wish this on anypony." Sunset said in shock.

Grubber was trying some pies that were untouched by one of the stands, until he saw the cake passing by, "Oh, hello, cake!" he ran over to the back of it, "Ooh! Don't mind if I do!" he took a handful of cake and uncovered a big eyeball, "Mmm! That's some, gourmet thing!" he suddenly saw the eyeball gazing at him, "Who puts eyeballs in filling?" when the eye blinked, Grubber hyperventilated shouted, "Guards!" the arms of the mutant brothers reached out and pulled Grubber into the cake to keep him quiet.

Unfortunately, they were too late, as the guards had heard Grubber's cry. They surrounded the ponies, Capper, and the cart, "Uh-oh. Plan B?" the cat asked his friends.

"The jig is up!" Rainbow answered, as she used her back hoof to kick the cart as if signaling someone.

The cake exploded, as the mutant bros, Fugitoid, Blade, the Pirates, and Princess Skystar popped out, "Booyakasha!" they shouted.

Raph spoke, "Glad to be out of that thing."

"Yeah, it was getting cramped in there." Donnie added.

"Plus Michelangelo kept trying to eat the cake from the inside." Blade motioned to Mikey.

"It looked so good." he whined.

"Come on!" Captain Celaeno called, as the heroes engaged the Storm guards.

Skystar flew around picking one guard up and dropping him onto more. Casey flew around whacking guards with his bat before knocking exploding pucks that blew up in their faces, "Goongala!" he cheered.

The mutant brothers were using their ninjitsu to take out the guards, with Blade Swipe channeling his magic into his blade and released his shockwave pushing some guards back. April, Karai, and Shini, were galloping around using their ninja weapons against the guards. Shini was using her hypno ball to hypnotize some guards allowing Karai and April to take them down.

Fugitoid converted into anthro mode and started blasting at some guards, "Finally! Now this is a fight!" he cheered.

Applejack used he lasso to hogtie a guard, as three more were running for her only to be tripped by a long sash, which was used by Rarity and Capper to tie them up, "Lovely!" Rarity said as she tied it with a ribbon.

Pinkie popped up before a guard offering him a present, before zipping off, "Surprise!" He took the present and opened it to reveal Pinkie was suddenly inside it holding a cupcake, "Double surprise!" she pies him with the cupcake. She started pelting him with more like her arms were a machine gun.

Fluttershy was confronted by a guard who growled at her, but the pegasus spoke, "You seem tense. Do you wanna talk about it?" the guard looked confused.

As everyone was fighting, the brothers heard a voice, "Raph, Donnie, Mikey!" they saw Starlight and Trixie.

"Starlight!" Donnie gasped, as they went over to her.

"You two are ok." Mikey said in relief.

"Ok-ish." Trixie replied.

"You haven't seen Leo have you?" Raph asked hopefully.

"He freed us, but then he went to the castle to get Twilight back." Starlight explained.

"He what?" Donnie asked in shock.

Blade and Karai overhearing them were just as surprised, as Blade spoke, "Leo won't stand a chance against the Storm King and Tempest alone."

"We have to help him," Karai said, "Starlight, can't you teleport us to the throne room?"

"Being encased in that magic draining cage has left me weak. I have just enough to send two of you there."

"Then Karai and I will go." Blade volunteered.

"What?" Raph asked.

"You guys stay here and help the others. We'll aid Leo." Karai said.

Raph knowing there was no room for argument spoke, "Good luck."

"Same to you." Blade replied.

Starlight concentrated her magic on Blade and Karai and teleported them, before panting.

"Let's hope they made it to the right spot." Mikey hoped.

Blade and Karai suddenly appeared in the castle throne room, "We made it." Karai said in relief.

"Look." Blade spotted Leo hiding by the trapped Celestia.

"Leo!" Karai called.

Leo looked over and gasped, "Blade! Karai!" the two went over, "You two are ok."

"Of course we are." Karai answered.

"We were worried about you and Twilight." Blade answered.

"What's going on, where is everyone?" Leo asked.

"They're all fighting the Storm King's goons." Karai explained.

"Can they really take them by themselves?" Leo asked in worry.

"Don't worry. We brought help." Blade assured him.

"Help? From who?"

"Capper, the Pirates, Princess Skystar." Karai answered.

"What? They actually came?"

"Surprised us to." Blade admitted.

"Where's Twilight?" Karai asked Leo.

"There." Leo motioned to the balcony.

The two saw Storm King still playing with the sun and moon, with Tempest at his side, while Twilight laid on the floor weakened, "We have to help her." Blade gasped.

"Right. Follow me." Leo led the two closer.

Storm King stopped playing with the two celestial bodies, and sighed, "Well, that was fun," he turned to Twilight, "Now where were we?" he aimed his staff at Twilight who felt this was the end.

Until Leo jumped in and kicked the Storm King aside, "Back off, ya monkey creep." Leo warned him.

"Leo?!" Twilight gasped in confusion and relief.

The Storm King got up and looked at Leo, "Hello..., what is this? Another mutant pony freak?"

"That's right. And this pony freak's gonna show you what happens when you take my friend's magic!" Leo declared.

The Storm King just laughed, "You're joking, right?" he saw Leo arm himself with his swords, "Oh, you're not joking. Alrighty then," he armed himself with his staff, "Let's rumble!" he tried blasting Leo, but he dodged and knocked the king back with a double kick, "Oh, you're good." they clashed with their weapons.

Twilight struggled to get up, "Leo, you came back!"

"Actually I followed you all the way here, and waited for the right moment to jump in and save you," he told her, making Twilight blush, "And it's not just me, Twilight."

Tempest who was on standby felt a tap from behind, "Huh?" she turned around and got kicked away by Karai.

"Karai!" Twilight gasped.

Tempest groaned, as Karai stared her down and spoke, "That was for kidnapping my friend!" she smiled at Twilight who smiled back knowing she forgave her for her idiot plan to take the seaponies pearl.

Tempest got up panting, "So you want to dance? Fine. Let's dance!"

The two engaged in combat, with Karai dodging Tempest's magic shocks. They exchanged blows, before Karai shifted into snake form and used her snake strikes to attack Tempest who made sure to avoid the snake hand bites.

Karai shifted back to pony form. The pony kunoichi panted, "You're good, but I'm better!"

"So, you're smart enough not to hold back on your advantages. Good. Neither am I..." she blasted Karai with her magic.

The kunoichi pony groaned in pain, "You think a magic blast is enough to stop me?"

"No. But it will make it so much easier to finish you off." Tempest was about to blast her again.

"Good thing I brought a surprise for you then. Say hi to an old friend." Karai looked up.

Tempest looked up and saw Blade Swipe on the roof hiding in the shadows. He jumped down in front of her. The sight of him got Tempest angry, and she growled, "Blade!"

"Told you I'd be back, Tempest." Blade drew his sword, as the former partners engaged in combat.

Back in the town, everyone was still fighting the Storm Guards, as Rainbow came to Celaeno's assistance. The captain spoke, "Head for the castle! We'll hold them off!"

"Come on!" Rainbow called to her friends, as they hurried.

Fluttershy however was sitting next to the Storm Guard who was bawling up a storm from talking about his problems to the pegasus, "Let it all out." she soothed him.

"Fluttershy!" the group called.

"Oh! Sorry, our time is up. Buh-bye!" she left to join her friends.

"Goodbye!" the guard said sadly.

The ninjas, ponies, Capper, Fugitoid, and Skystar headed up the stairs leading to the castle, but saw some guards were after them. Skystar spoke, "Keep going!" she pulled out her two clam friends, "Shelly? Sheldon?" she threw them at one guard, as their mouths were clamping open and closed like wind up chattering teeth. They hit one guards eyes blinding him. The princess continued to hold the line allowing her friends to get ahead.

They reached the castle only to see more guards were waiting for them, "Uh-oh." Applejack said in worry.

"What do we do now?" Mikey asked.

Capper looked down at Spike, "Hey, ain't you a fire-breathing dragon?" Spike smirked, knowing they had a plan.

Spike was blowing flames out, as Capper held him like he was using a flame thrower while laughing, "Burn baby burn!" Fugitoid cheered.

April spoke to Sunset, "I think this whole experience is really changing the Professor."

"I know," Sunset agreed, "I kinda like it."

Back on the castle balcony, Blade and Tempest were exchanging blows. Blade grabbed Tempest's leg and threw her into the balcony rim, "Long ago, you betrayed my friendship and my trust, Tempest! Now, we're even. Huh?" he looked out over the balcony.

"What are you gawking at?" Tempest asked, until she looked down and saw the heroes defeating the Storm Guards, "What... How?!"

Twilight got up and gasped, "It's... It's the Magic of..." She was cut off by the Storm King who got between the two ponies, wrapping his arms around them.

"Yeah, yeah! Friendship, and flowers, and ponies, and bleh! I'm so totally over the cute pony thing. This... ends... now!" He aimed the staff to the sky releasing magic. The magic mixed in with the dark clouds that started coming together like a storm was forming.

The heroes who defeated the guards saw what was happening, and Capper gasped, "Uh-oh."

"What's going on?" Mikey asked, as wind started blowing.

"The Storm King's conjuring a major storm here." Blade answered in shock, as a twister was conjured.

"Move them hooves, ponies!" Capper ordered, as they hurried for cover.

They watched from shelter as the tornado started sucking in all of the Storm King's guards, "This is a very bad predicament." Fugitoid said in worry.

"You'd have to be flying faster than a speeding Pegasus to break through that wind!" Rainbow cried.

Pinkie suddenly gasped, as she dawned a helmet with goggles, "Excellent idea, Rainbow Dash!"

"I think she's got an idea." Donnie said.

"Then why am I afraid of what it is?" Raph asked.

On the balcony, the Storm King continued to harness the storm, "Now I truly am the Storm King! And the entire world will bow to my ba-ba-ba-boom, baby!"

Tempest spoke, "Yes, yes, you are every bit as powerful as I promised, Sire, now, restore my horn and I swear to use my magic to serve you!"

The Storm King just laughed and shoved her aside, "Who cares about your dinky little unicorn horn?!"

Tempest was in shock at this, "But... we... we had an agreement!"

The king replied, "Get with the program! I used you! It's kind of what I do!"

"Yeah, you've made that clear when you had me abandoned!" Blade frowned.

Storm King tried blasting Tempest who retaliated with her own magic. The force of the blast knocked both back. Tempest hit the rim and started getting sucked into the tornado's pull.

Twilight, Leo, Blade, and Karai gasped seeing the Storm King was down, but Twilight and Blade looked over at Tempest holding onto the rim for her dear life.

Suddenly Tempest lost hold and was about to be pulled into the tornado had Twilight and Blade not grabbed onto her hooves, "Hold on!" Twilight called.

"We got you!" Blade added.

Tempest looked at the two in confusion, "Why are you two saving me?"

Twilight answered with sincerity, "Because this what friends do."

"And you're still my partner." Blade finished.

Tempest looked at the two feeling touched by their kindness, before the two pulled her to safety. They looked over seeing Leo and Karai went to stop the Storm King by getting the staff, but even with their ninjitsu combined, the king had defeated them with his magic, "Awwww! Isn't that just so sweet!" he said in sarcasm, "Yeah. See ya!" he laughed while aiming the staff at the five.

Below the castle, the pirates and Capper had stood near a plunger detonator, as Gullet called to Pinkie who she and the rest of the heroes were crammed inside her cake cannon, " Just do it! Thank you! I'm excited! Who's excited?! Aaah! I've never been so excited!" she cheered.

"Will you just shut it?!" Raph snapped.

"I can't even understand how we all managed to fit in here." Donnie said in disbelief.

"I'm just as confused myself." Fugitoid admitted.

They activated the detonator and the group shot out of the cannon screaming, or in Pinkie's case cheering. They flew so fast they managed to break through the wind. Before the Storm King could blast them, "Mikey shouted, "Coming at ya, boy!" they collided with Storm King sending him flying back into the throne room. The staff however flew out of his possession and got stuck in one of the stain glass windows by the ceiling.

The group laid on the ground in a daze, as April spoke, "I'm seeing so many stars right now."

"You and me both." Donnie agreed.

"Bull's-eye!" Pinkie said weakly.

"Guys!" Leo called, as he ran over to his brothers, "I'm glad you're all ok."

"We're glad you're all right, Leo." Mikey said.

"What have I told you about solo hero acts?!" Raph scolded him.

"Not to do it." Leo answered sarcastically.

"As long as you remember." Raph smirked.

Twilight went over to her friends, " Pinkie! You all came back! I'm so sorry! I was wrong to-"

Pinkie cut her off by hugging her, "I'm sorry, too. Friends mess up sometimes, but we never should've—" Rainbow was next to interrupt the moment.

"Uh, make up later! This isn't over!"

They saw the staff was out of control and zapped the roof of the throne room destroying it. They were left exposed to the powerful tornado, "We need to get that staff!" Leo ordered.

Twilight spoke, "Only I can get control of it!"

Pinkie shouted, "Go! You've got this, Twilight!"

Twilight shook her head, "No. We've got this. Together." she looked at all her friends who smiled and nodded in agreement.

Applejack used her lasso on a boulder as an anchor, as every pony started linking up to form a chain. Twilight flew up allowing the wind to help carry her and the others.

"We're almost there!" Fugitoid called.

"We're going to get it!" Karai said confidently.

Suddenly the Storm King climbed up form the rubble looking angry, "The staff belongs to me!" he shouted, as he started climbing up the rubble and jumping from one spot to another.

"We gotta hurry!" Mikey cried.

Twilight stretched her hoof out for the staff, as the king bellowed, "No! That's my staff! Miiiiiine! Mine!" he jumped for it, but Twilight snatched the staff. The Storm King crashed through the window and got sucked up into the twister. Unfortunately, Twilight was also sucked into it as well.

"Twilight! NO!" the group cried.

Leo frowned, as he let go of Raph and allowed himself to be sucked into the storm, "LEO!" Raph shouted, "Are you crazy?!" Tempest watched from the ground what happened, and was once again in pure shock.

Inside the twister, Leo flew through the tornado avoiding any debris that was caught in it. He looked deep into the eye of the storm and saw Twilight holding onto the staff while fighting over it with the Storm King, "Give it to me!" he demanded.

"No!" she refused, as they fought over it.

Leo knew what he had to do and used the wind to fly himself right at them, "Booyakasha!" he shouted, as he punched the Storm King making him let go of the staff and get pulled further into the storm.

"Leo!" Twilight cried.

Leo held onto her and the staff speaking, "I thought I lost you once. I'm not letting it happen again. Friends don't quit." the two smiled as they held onto each other.

Back in the ruined throne room, the storm died down, but the group was saddened thinking they lost their friends, "Twilight." Sunset said sadly.

"Leo." the brother said in sorrow.

Pinkie started crying, as she held onto Applejack for comfort. Suddenly the sun's light shined down on them, as Twilight floated down with Leo holding onto her and the staff.

"Yay!" Pinkie cheered.

"Yes!" Casey and Blade cheered.

"Leo!" the brothers called, as their brother landed with Twilight.

"We thought you two were goners." Karai said in relief.

"We almost were." Leo answered.

"But we didn't give up on each other." Twilight finished, as the two smiled at each other.

"Group hug!" Pinkie called, as they all joined in.

Tempest watched feeling relieved they were ok, but still guilty about what she did. Feeling she had no place among them began to leave. Until she saw the Storm King climbing up the balcony. He had in his possession the same magic rock that turned the Princesses to stone. The King was about to throw it, only for Tempest to run for them with her magic ready. The ninjas seeing her thought she was going to attack them, and armed themselves. To their shock she jumped over them screaming, "NOOO!" she took the stone meant for them. As her body started turning to stone, she got close to the Storm King as the magic started affecting him to. Both turned to stone and were about to go over the edge.

The Storm King's statue plummeted to the ground, and upon hitting it broke into pieces. Tempest however was being levitated by Twilight and the others who all held onto the staff. They lifted her onto the balcony where she was safe, "Whoa! I can't believe she did that!" Rainbow gasped in disbelief.

Twilight smiled, "I can."

"And so can I." Blade agreed.

Using the magic from the staff they freed Tempest who was surprised she was released. She looked over at the others who smiled, "Now what?" Fluttershy asked.

Everyone turned to Twilight who smiled at Tempest who gave an answer, "Now... we fix everything."

"Sounds good to me." Raph agreed.

They went back to the throne room and stuck the staff in the same spot the Storm King jammed it in. Only this time, all the magic the staff assimilated was being released back to where it came from. Celestia, Luna, and Cadence were freed from their stone prisons, "Twilight!" Celestia cheered.

"Princesses!" Twilight cried, as she embraced the three, while everyone watched as the magic was restoring the castle.

"So pretty." April marveled.

"What a wondrous sight." Fugitoid added.

"That's what I'm talking about." Casey nodded.

The magic contained in the staff restored Canterlot, freed all the captive ponies, and the weather became clear again like it was before the festival was meant to kick off. Starlight and Trixie looked around and smiled knowing their friends succeeded.

Once the throne was restored, the staff was magicless and useless once again. Celestia turned to her subjects, "Thank you all. You've done Canterlot, Equestria, the world a great deal of service."

"We didn't do it alone, Princess." Leo answered.

"We did have help from plenty of allies." Blade added, while winking at Tempest who smiled.

Sunset spoke up, "One of them I was meant to introduce to you for the festival, but now is a good a time as any," she motioned the Professor to come forward, "Princess Celestia, meet Professor Zayton Honeycutt; the Fugitoid."

"An honor to finally meet you, dear Princess." Fugitoid bowed his head.

"The honor is all mine, Professor," Celestia replied, "Thank you for looking after my two students." she smiled at Twilight and Sunset.

"It was my pleasure."

Twilight sighed, "Though we did save Equestria, we did hit a lot of problems along the way. And I made a mistake by doubting my friendship with everypony," she looked to everyone with regret, "I acted rash and didn't think of the consequences of my actions. But not anymore. From now on, I'll always follow friendship no matter what!"

"True words spoken from the heart." a familiar voice said, much to everyone's confusion.

Then materializing out of thin air was the spirit of Master Splinter. The sight of him brought joy to his loved ones eyes, "Master Splinter!" Twilight and Sunset gasped in joy.

"Sensei!" the brothers cheered.

"Father!" Karai smiled.

"Who is that?" Rainbow asked the others.

Fugitoid answered, "That, Rainbow Dash, is Hamato Yoshi. Better known as Master Splinter. He was the one who raised the turtles and taught them ninjitsu, and Karai's birth father."

Splinter smiled, as his boys gathered around him, "It is good to see you my sons," he smiled at Karai who hugged him, "My daughter. And the rest of my family." he looked onto April, Casey, and Shini.

Celestia and her fellow princesses approached, as the monarch of the sun greeted him, "So you're Master Splinter? It is an honor to finally meet you, even if it is your spirit." she and her fellow princesses bowed their heads.

"The honor is mine, your highness." Splinter bowed his head back.

"I would like to thank you for taking care of my student in the other world." Celestia thanked him.

"You are most welcome."

Twilight spoke, "Splinter even comforted me when I was captured on Tempest's ship."

Tempest was curious, "I thought I sensed something on the ship."

Splinter approached the former captain and spoke, "Tempest Shadow."

"Um, yes?" she asked nervously.

"I have heard a great deal about you. You lost your horn at a young age, ran away from home, joined the Storm King's army, captured the Princesses, chased my family to the ends of Equestria, handed Twilight over to your master nearly resulting in the destruction of Equestria! And..." Tempest prepared herself for more guilt to be placed on her, until Splinter spoke calmly and with pride, "You have saved my sons and their friends. For that I am very grateful." he bowed his head to her much to her surprise.

"I-thank you." Tempest said with gratitude.

Splinter turned to Twilight, "I am also proud of you, Twilight. Though you made mistakes you still didn't lose hope in your friends, as they did not with you."

Twilight smiled, "Thank you, sensei."

Splinter addressed them all, "All of you continue to look out for one another through good times and bad. And always remember, Friendship is truly your greatest weapon." he levitated up and vanished.

"Goodbye, father." Leo bid him a farewell.

Twilight put a hoof on his shoulder knowing how much he misses him. Leo smiled, back before remembering, "Hey, aren't we suppose to be having a festival here?"

"Correct." Celestia smiled.

"So let's get this party back on track!" Pinkie cheered.

"Oh yeah, time to celebrate!" Rainbow cheered.

"You betcha!" Applejack agreed.

"Agreed." Rarity nodded.

"Yay!" Fluttershy said softly.

Leo addressed them all, "Well, everyone, let's celebrate!"

"BOOYAKASHA!" they cheered together.

I can see a Rainbow

On a sound stage, Spike walked out wearing sunglasses, and addressed the audience, "Fillies and gentlecolts, get ready for a little..." fanfare played to raise the hype, "Songbird Serenade!" the spotlights shined on the pop star who was all set and ready to perform. The guests at the festival cheered and applauded.

Songbird spoke, "And now, to celebrate the fact that we're all still here in one piece, give it up for Princess Twilight and her friends!" the spotlights shined down on the team.

The heroes waved at the ponies who applauded them, while Mikey and Casey were soaking up the attention, "Thank you! Thank you!" Mikey said happily.

The Princesses bowed their heads to them in respect, which left them feeling honored. The spotlights dimmed down, as Songbird began to sing.

Songbird: I know you, you're a special one

Some see crazy where I see love

You fall so low but shoot so high

Big dreamers shoot for open sky

So much life in those open eyes

So much depth, you look for the light

Back up dancers wearing Songbird Serenade wigs joined her performing a dance routine. Captain Celaeno and Rainbow Dash hoof/fist bumped, while Rarity presented Capper with a new black cape and top hat, "Ooh." the cat said intrigued.

"And perfection." Rarity put the top hat on him.

But when your wounds open, you will cry

Mikey and Pinkie giggled with Skystar, before seeing her mother Queen Novo and several others as hippogriff's arrive, "Mom!" the princess gasped, as she hugged her mom.

"You are so grounded!" Novo laughed, much to Skystar's misfortune.

You'll cry out now and you'll question why

I can see a rainbow

In your tears as they fall on down

I can see your soul grow

Through the pain as they hit the ground

I can see a rainbow

In your tears as the sun comes out

As the sun comes out

Songbird flew around and looked down at Twilight who knew the star was singing to her. She smiled, as Leo smiled at her knowing she did good. The two looked back and saw Tempest who was trying to keep her distance from the crowd still not feeling confident enough to be near them. The two approached, as Tempest was looking out into the distance.

"Well, that's one thing that never changes around here. The party." Tempest said.

"Well, I hope you'll stay. More friends are definitely merrier." Twilight told her.

"Especially when they're good allies who would give their lives for others." Leo added.

"But, um... my horn." Tempest motioned to her still broken horn.

"You know, your horn is pretty powerful, just like the pony it belongs to." Twilight said.

"It may not be whole, but it can still be used for good," Leo put in, "You just need to learn a new way to use it without hurting others."

Blade approached, "Leo is correct. Your horn may be broken, but I've seen you do things with it not every pony is capable of doing."

Tempest smiled, "I did tell you I wanted to show everypony in Equestria what I could do, right?"

"You have something in mind?" Leo asked.

"Yeah." Tempest used her magic to make fireworks in the sky.

"Wow!" the ninjas gasped.

"It's beautiful." Shini marveled.

"Awesome." Casey added.

"Not bad." Raph admitted.

"Definitely a nice touch." April agreed.

"Indeed," Fugitoid said, "This makes the performance all the more better."

"It sure does." Sunset agreed.

I can see a rainbow

In your tears as they fall on down

I can see your soul grow

Through the pain as they hit the ground

"Nice touch, Tempest!" Pinkie spoke.

"Actually, that's not my real name." Tempest admitted.

"It's not?" the group asked.

"All this time we've worked together and you've been under a different name?" Blade asked her in disbelief.

"You do look like a 'Tempest' to me." Raph said.

"So if your name's not Tempest, then what is it?" April asked.

Tempest whispered to the group feeling a little embarrassed, "It's Fizzlepop Berrytwist."

Pinkie and Mikey gasped, " Okay! That is the most awesome name!" Pinkie cheered.

"Yeah, girl!" Mikey agreed, before looking at Tempest, "I would've totally named you that if given the chance."

"Of course you would." Donnie said dryly.

"Fizzlepop Berrytwist, huh?" Blade asked smugly, "That's much better than Tempest Shadow."

"Ya think?" she asked with a blush.

"Definitely." Blade confirmed.

Mikey and the group looked over and saw Grubber sitting down looking dismal. He led the group over, and spoke to the former underling, "Hey, why the long face?"

"Oh, hey. It's nothing." he answered dismally.

"Come on, Grubber, what's wrong?" Fizzlepop asked.

Grubber sighed, "My former boss is broken in pieces, and the Storm Army's been disbanded. I'm out of a job now! Where do I go from here?"

"That's entirely up to you, Grubber." Leo answered.

"Up to me?" he asked.

Leo nodded, "You're free to be who you want to be. You don't have to be evil for the sake of it."

"You mean, I can be good?"

"Of course," Fugitoid confirmed, "Anyone is free to be who they want. They don't have to let others tell them what they think they should be."

"Wow. I never thought of that."

"And how about becoming our friend?" Pinkie offered.

"You mean it?" he asked hopefully.

"Sure thing, brah," Mikey agreed and pulled out a slice of pizza, "And here's a token of my friendship. A slice of jalapeno and marshmallow pizza."

Grubber took the slice and looked at it. Taking a chance, he took a bite out of it and his eyes lit up. He marveled at the slice and spoke, "I can't believe I've been missing out on something so good all this time."

"And you know, Grubber, about this 'out of a job thing'. It's not over yet." Fizzlepop began.

"It isn't?"

Fizzlepop shook her head, "The Storm King may have been defeated, but he still left a stain on the farthest parts of Equestria. Somepony has to undo what he did. And I want to be that pony. But I could use an assistant. You would be interested?"

Grubber smiled, "You bet!"

"Great. But for now, let's enjoy the festivities." Fizzlepop said.

"Took the words right out of my mouth." Applejack smiled, as they continued to enjoy Songbird's performance.

Songbird: I can see a rainbow

In your tears as they fall on down

I can see your soul grow

Through the pain as they hit the ground

I can see a rainbow

In your tears as the sun comes out

As the sun comes out

I am here and I see your pain

The group started partying with the storm guards being admitted to join the party. The heroes were dancing it out with Leo and Twilight dancing close, Donnie close to April, Spike close to Rarity, Mikey close to Shini and Pinkie Pie, Fugitoid was close to Sunset, and Blade danced close to Fizzlepop leaving both a little sheepish.

Through the storms, through the clouds, the rain

I'm telling you you can not escape

You can do it, just feel, baby

The Pirates were mingling with the ponies who accepted them into their society, while Starlight and Trixie let off some fireworks as part of special affects. Capper was kick dancing with a line of Storm guards, and further down the line was Pinkie kick dancing with the actual Queen of the Hippos. This sight left the others feeling confused.

I can see a rainbow

In your tears as they fall on down

I can see your soul grow

Through the pain as they hit the ground

I can see a rainbow

In your tears as they fall on down

I can see your soul grow

Through the pain as they hit the ground

In your tears as the sun comes out

As the sun comes out

Celestia and Queen Novo stood together knowing an alliance between their kinds was best, now that the Queen no longer thought running and hiding was the best option of facing trouble.

Here comes the sun smiling down

Here comes the sun smiling down

Here comes the sun smiling down

Smiling down

I can see a rainbow

In your tears as they fall on down

I can see your soul grow

Through the pain as they hit the ground

I can see a rainbow

In your tears

As the sun comes out

As the crowd continued to party, Fizzlepop needing some air stepped away and stood by the balcony looking out into the distance of Equestria. She marveled, until Blade's voice came up, "Beautiful, isn't it?" Fizzlepop looked up seeing Blade at her side smiling. He sat down beside her and looked out with her, "You know, in all my years of wandering Equestria, I never could see the beauty of this land because I allowed my pain to blind me. Now, I see Equestria as this magical place where anything is possible."

Fizzlepop smiled, "Yeah, you're right," she sighed, "Blade, I'm sorry. I abandoned you when you pleaded for help. I know no amount of apologies can make up for my betrayal, but I just have to let you know I truly am sorry."

Blade looked to her and answered, "And I forgive you. After all hanging onto past problems and pain only leads to more of it. And I'm glad to see much like me you've learned to let go of your anger and accept the Friendship of others."

The former bad unicorn smiled, as she embraced Blade, "I missed you so much." she shed a tear.

"And I to you." Blade answered, as they gazed into each others eyes.

They started moving closer and closer, until their eyes shut, and their lips met. As they kissed, they recalled back how much they enjoyed each others company when working together, even if they did bad deeds. When they parted they continued to gaze lovingly at each other, until they heard someone clear their throats. They turned around and saw their pony and ninja friends standing there grinning.

"Aw how cute!" Pinkie beamed.

"I knew there was something between you two!" Mikey called, as the two former bad guys blushed.

Sunset sighed, before speaking to Fugitoid, "Wait till we get back. We're gonna have a lot to tell the girls about what happened here."

"Quite so." Fugitoid agreed.

"Come on, let's get back to the party." April said.

"Coming." Blade got up, and walked with Fizzlepop at his side.

As everyone walked ahead, Leo and Twilight kept back a little, "Thank you, Leo. For all you've done for me. I was almost out of hope when things were down, but you still believed in me more than I did myself."

"What're friends for, Twilight?"

"Yeah," she embraced him, "I'm glad to have you in my life."

"Me too." Leo agreed, as the two kissed before catching up with the others to enjoy the rest of the festival that would go down in Equestria History.

So, we wanna stay

But can't find peace while sittin' still

I guess we never will

We're on the way

We won't hurry back again

The journey is the end (oh)

I love this very moment

We're speedin' up, not slowin'

We might know we can't win

Uzo Aduba as Queen Novo

Sean Astin as Raphael

Ashleigh Ball as Rainbow Dash and Applejack

Steven Blum as Blade Swipe

But we're dumb enough to try

We're going, there's no maybe

That's why they call us crazy

And we'll say if anybody asks us

"Hey (hey!), where you gonna go?" [clap clap]

We're off to see the world

We don't need to know (oh)

"Hey (hey!), where you gonna go?" [clap clap]

We're off to see the world

We don't need to know

We never need to know

Seekin' boundaries to break

Let's forget the ones we've made

So we carry on

Emily Blunt as Tempest

Kristen Chenoweth as Princess Skystar

Greg Cipes as Michelangelo

Taye Diggs as Capper

Don't let good things pass us by

The time we're gone will be the best time of our life

I love this very moment

We're speedin' up, not slowin'

We might know we can't win

But we're dumb enough to try

We're going, there's no maybe

That's why they call us crazy

And we'll say if anybody asks us

Seth Green as Leonardo

Kelly Hu as Karai

Andrea Libman as Pinkie Pie and Fluttershy

Rob Paulsen as Donatello

"Hey (hey!), where you gonna go?" [clap clap]

We're off to see the world

We don't need to know (oh)

"Hey (hey!), where you gonna go?" [clap clap]

We're off to see the world

We don't need to know

So go tell 'em we won't stop

We know they can't change us

Josh Peck as Casey Jones

Michael Pena as Grubber

Zoe Saldana as Captain Celaeno

Liev Schreiber as The Storm King

We're gonna go way off the map

To get ourselves back on the track

Go tell 'em we won't stop

We know they can't change us

No need to worry so much

Rebecca Shoichet as Sunset Shimmer

Sia as Songbird Serenade

Tabitha St. Germain as Rarity

Tara Strong as Princess Twilight Sparkle

We do whatever we want (oh)

"Hey (hey!), where you gonna go?" [clap clap]

We're off to see the world

We don't need to know (oh)

"Hey (hey!), where you gonna go?" [clap clap]

David Tennant as Fugitoid

Cathy Westluck as Spike

Mae Whitman as April O'Neil

Gwendoline Yeo as Shinigami

We're off to see the world

We don't need to know (oh)

Ohhhh-oh-oh-oh-oh-oh

Ohhhh-oh-oh-oh-oh-oh

Ohhhh-oh-oh-oh-oh-oh

Ohhhh-oh-oh-oh-oh-oh

Author's Note

Thanks everybody for enjoying this!