In the city of Canterlot, Soarin remained in the hub waiting to hear from Braeburn and Lyra.

The breaches in the areas they had headed to were already closed, which meant the Rugenga had already retreated, never came through, or were stuck in Equestria. And Soarin was hoping it was the last option, as he waited for the two to contact them.

"Anything?" Soarin asked, but Rosemary and the others shook their heads.

"Nothing. We haven't gotten any messages from Lyra or Braeburn." Soarin frowned, as Valkyria leapt onto his shoulder and turned to him supportively.

"That doesn't mean anything," she told him. "They're probably just exhausted from the battles. The Rugenga are powerful and it wouldn't be easy to beat them."

"Maybe," Soarin sighed as Twilight, Spike, Celestial and Luna arrived. "Maybe we should try and contact the cities they went to." He turned to Twilight, "your brother and sister-in-law are in charge there, right?" Twilight nodded. "So let's try and contact them. If they answer, we'll know nothing's wrong."

"That might be a good idea," Luna agreed. "Though I am concerned about the two not contacting us at all. Have you attempted to call them yourselves?" they all shook their heads, with Rosemary attempting it.

"Contacting Lyra." The signal was sent and they waited for a response, but were left waiting almost a full minute.

"Lyra should have answered by now." Soarin frowned. "Even if she was in the middle of a battle, she would have taken two seconds to answer the call. Something's wrong." Rosemary tried Braeburn, but got no response either.

"What about Shining and Cadance?" Twilight asked, as another pony tried to contact the Crystal Empire. But there was no answer either, which began to worry Twilight.

"I'm heading over there," Soarin moved towards the transporter. But before he could leave, Valkyria flew up in front of him.

"Let's all calm down. You can't just go jumping into a random place. You could find yourself in a trap and unable to get back here. Until the others come back, you are the only one able to protect Equestria if another portal opens. We can't afford to lose you."

"She's right," Twilight agreed. "So I'll go." That surprised them. "Send me to the Crystal Empire and I'll check it out. Hopefully, everything's fine and there's just something keeping the signal from getting through." Spike was about to say something, but Twilight teleported away before he could.

When she warped back, she was wearing a purple Baku-Bracer.

"Twilight," Celestia frowned, "I don't think this is such a good idea."

"I'll just take a look," Twilight promised. "If something is happening, I'll warp back here as soon as I can." The others didn't like this idea, but nodded.

"Be careful," Spike told her. Twilight nodded and headed up into the transporter, the other ponies powering it up and hoping everything was fine. If it wasn't, they weren't sure what they could do.

Back in Vestroia, Azalea was still in the base and itching for someone to return. And eventually, it happened.

"Alright," Beck told her, "everything's sorted out here. Open the gate." Azalea smirked and held up the device Beck had made, setting it to low whilst connecting it to Beck's signal. Once it was connected, she fired and the beam hit a blank wall.

The portal formed and from it, Beck stepped out with Braeburn being dragged behind him. Once he was through, the portal closed and Beck dropped the unconscious equestrian onto the ground. "Another person for the pit?" Azalea asked.

"No," he shook his head, "I have a better idea for him. Even if we conquer more of Equestria, those fools will keep fighting so long as they have hope." He turned to Braeburn, "so we need to destroy that hope with a symbol."

"Oh," Azalea laughed. "I like the sound of that."

"Kiyrah's already caught the Aquos Brawler. All that's left is to add the Ventus Defender to our collection and we'll have everything we need to hold this kingdom as long as we want."

"Perfect," Azalea smirked. "So, I'll head there and start attacking the nearest settlement. He'll show up better than ever."

Beck smirked, as he took the device from her. "I think I can make it easier to find him." He walked over to a console and placed the device down. "Now that the device has opened a few portals, I should be able to refine it to target certain areas of Equestria."

"Oh, perfect. That means I know exactly where to head." Beck nodded, as he got to work. "I wonder how Kiyrah's doing. I sent her those things you had me make. You sure they're gonna work?"

"Perfectly," Beck smirked. "As fun as it would be to keep the ponies in total agony, they wouldn't be much use to us in that state. This should allow us to keep them in line and not have them be completely useless." Azalea smirked, wishing she could be there to see the situation herself.

Twilight blinked, as she suddenly found herself appearing within the Crystal Castle.

She was in the throne room and looked around, but found it was completely empty. "Cadance?" She called out, but her fellow princess said nothing. "Shining?" His lack of answer made her worried. "Anypony?" When nobody answered, she spread her wings and flew over to the balcony.

And when she got outside, her eyes went wide when she saw the city was half destroyed.

Buildings had been crushed, sections of the road were broken up and even part of the castle was destroyed. It was then that Twilight was certain something horrible had happened. And she soon got her answer what, when a loud roar made her look around and see something marching down the street.

A Haos Saurus lumbered towards the castle, looking like it was sleepwalking as its eyes were glowing bright red.

"What?" Twilight couldn't understand how this was happening. She wasn't feeling any pain, so how could this Bakugan be in its true form?

But before she could think of anything, the Saurus saw her and threw a punch in her direction. She gasped and flew out of the way, barely managing to escape in time despite the wind the punch sent her way. "GYAH!" She fell towards the ground and barely managed to land, the alicorn wishing she had spent more time learning to fly properly.

She spun around and saw Saurus moving towards her. And as she did, she heard a squawk and looked up to see a Ventus Ravenoid flying down towards them. It dive bombed and tried to hit her, but Twilight was able to teleport herself behind Saurus and run for it.

"Twilight to the castle. Teleport me back! HURRY!" She glanced back at the Bakugan and as they turned towards her, she notice something.

Some kind of collar, around each of their necks. She had never seen a Bakugan with something like that, which made her think they weren't naturally occurring.

The two attacked again. But before they could reach her, she was surrounded by light and disappeared. The next thing Twilight knew, she was standing inside the transport tube as it opened. "Twilight!" Celestia looked worried, "what happened?"

"The Empire..." Twilight couldn't think properly, as Spike rushed up to her with a drink she gulped to settle her nerves. "It's...it's being attacked by Bakugan. But, I didn't feel any pain. They were in their true forms, but there wasn't a dimension field up."

"How is that possible?" Soarin asked, the others wondering the same thing.

"There's more," Celestia stated. "We detected another breach at Manehatten. But it was only open for a few moments." Twilight frowned, confused by what the heck was going on.

"I did see something. The Bakugan had some kind of collar around their neck. And their eyes were glowing in a way I've never seen Bakugan eyes before. I'm not sure, but it's possible those collars were keeping them in their true form and controlling them."

"Seriously?" Soarin frowned. "Where the heck did the Rugenga get something like that?" None of them said anything to explain, making them worried that these criminals were pulling new tricks out of their hats. Tricks they'll need to deal with.

"Did you see Lyra there?" Celestia asked, but Twilight shook her head.

"I didn't see anypony. Just the Bakugan. I don't know what the Rugenga did, but they've hidden all the ponies away. Including Cadance and Shining." They all hated the sound of this. But before anyone could say anything, Rosemary's console just beeped and she gasped.

"Your majesties!" They turned to her, "another breach just opened."

"Manehatten?" Celestia asked, but Rosemary shook her head.

"No...it's here." Their eyes widened, "in the middle of the city."

"That's not good," Luna cried. "We need to evacuate everypony." They nodded, as Soarin ran towards the transporter.

"It'll be quicker if you warp me to the breach's location!" The ponies nodded and began to power up the machine. And in the blink of an eye, Soarin was suddenly standing in the middle of the city.

Ponies had spotted his appearance and clearly, teleporting in was a warning sign to everyone around him. And as Soarin looked around, he spotted the shimmer of the breach currently several meters away. One that the ponies had already noticed, as Celestia's voice called out.

"CITIZENS OF CANTERLOT!" Everyone looked up. "A BREACH HAS OPENED IN THE CITY. STAY ALERT AND EVACUATE TO A SECURE LOCATION OUTSIDE OF THE CITY OR THE CASTLE! THERE MAY END UP BEING A BAKUGAN BATTLE WITHIN THE CITY." Soarin nodded, as the ponies started making their way through the city. Some of them were heading to the locations they wished to go.

Some were making their way towards the outer edges of the city, whilst others were heading towards the castle. Hopefully, they would all get away before the Rugenga would get out.

But Soarin's hopes were soon dashed, as a transport suddenly shot out of the large portal. Soarin leapt back and saw it fly through the air, making ponies scream as they were forced to run. And as it came to a stop, the top of it opened with Azalea standing up.

She saw the ponies and Bakugan beginning to flee and it made her laugh, loving the site of them in such hysterics.

But before she could do anything, a rock suddenly bounced against her ship. "Huh?" She looked down and spotted Soarin, standing on the street with rocks in his hand. "Ah, there you are." She flew down, "I was hoping to run into you here."

"Leave," Soarin told her. "You don't want to mess with me right now. I am not in the best of moods."

"Yes," Valkyria stated. "We won't let you hurt the ponies of this city. Leave, or face our fury." Soarin nodded, but Azalea didn't look worried.

"I'm not scared of you. You might have stood a chance against me before, but not anymore." Her Bakugan flew up, "not now that I have my partner with me." Soarin frowned, seeing that she now had a Bakugan that would likely be as strong as Drakenoid or Tigress. "Now, why don't you give up and I promise not to hurt you and your little Bakugan friend."

"Never!" Soarin yelled, hoping all the ponies had gotten to a safe distance. "I won't let you hurt anyone. This city is under our protection and as long as I draw breath, you're not getting your hands on it."

"Draw breath?" Azalea smirked, "that can change real quick." She then held something up and dropped it, Soarin jumping back in case it was an explosive. But it wasn't.

It was some kind of plate, which glowed as soon as it hit the ground. And when it did, it created a holographic projection of two individuals. "LYRA! BRAEBURN!" The pair were floating, unconscious with their Bakugan floating next to them. "What have you done to them?"

"Me? Nothing. But my teammates said they put up a good fight. Just not good enough." Soarin glared at her, as Azalea laughed. "Don't worry. You're going to be joining them soon enough." The hologram vanished and she raised her Baku-Bracer, and Soarin did the same, activating them and causing the power-ups to appear. And as their life gauges filled, the pair called out in unison. "LET'S BRAWL!"

Soarin: 100%
Azalea: 100%

"We can do this!" Valkyria stated, Soarin nodding as he took out a Gate Card and glared at Azalea.

"Let's do this thing, Valkyria! Gate Card..." He threw it towards the ground, "SET!" As soon as the card hit the ground, Azalea flew up in her transport.

"Bakugan," she threw it, "BRAWL!" The ball spun through the power-ups before hitting the ground and bursting open. "Bakugan...STAND!" The Bakugan glowed and a brilliant orange light filled the air, as the ground started shaking. "Goliath...RISE!"

Soarin gasped, barely able to keep his balance as the entire city shook. And as it did, a massive humanoid form appeared. It was so big, the buildings on either side of him were smashed through by his sides. And when the the light finally faded, it revealed the Bakugan's true form.

He was huge. One of the tallest Bakugan Soarin had ever seen. He was a giant humanoid Bakugan, covered head to toe in metal armor that was a combo of dark brown, orange and black. A large round shield was attached to his left arm and on the tops of his shoulders and head, he had a bunch of what appeared to be shrubs that were turning an autumn brown.

Goliath: 520Gs

Goliath towered above the city, many ponies seeing him and looking shocked. "Since when do they get that big?" One pony asked, Soarin knowing that answer.

"He's as big as Gaia used to be." As he said that, Goliath's body glowed as the power-ups kicked in.

Goliath: 770Gs

As Azalea's transport flew up next to him, Goliath stared down at Soarin. "Come, little gnat. Send in your overgrown pigeon so I can swat you both out of the sky." Soarin and Valkyria nodded, as Soarin grabbed her and started parkouring to the rooftops.

Once there, he leapt off the roof and threw Valkyria. "Bakugan...BRAWL!" She flew through the air and hit a few power-ups before landing on the ground. "Bakugan...STAND!" She spun open and a tornado exploded out of her. "Valkyria, DESCEND!"

The tornado exploded off of her and Valkyria took to the air, flying up to come face to face with Goliath. But this meant her legs only reached his waist. He truly was large.

"Bring it on," the sky warrior announced as her rose and Soarin swiped a card.

Goliath: 770Gs
Valkyria: 750Gs

"Ability, Activate!" Valkyria flew up and formed a sphere of wind, "Aero Shot!" She thrust her hands forward and the sphere exploded into an air stream.

Goliath: 770Gs
Valkyria: 1050Gs

Goliath raised his shield and the wind slammed into it, the impact almost knocking it off-balance. The Bakugan was so heavy, he couldn't be pushed back. But his size had its drawbacks. However, he managed to keep himself standing as Azalea took out a card.

"Ability, Activate!" Goliath swung his arm around and deflected the wind, as he pulled his fist back whilst it glowed. "Hyper Impact!"

Goliath: 1070Gs
Valkyria: 1050Gs

He threw the punch forward and despite Valkyria flying out of range, the light on his fist exploded off it the second he fully extended his arm. The light remained fist shaped and slammed into Valkyria before she could react, exploding and making her scream as she fell towards the ground.

Goliath stomped forward, shaking the ground with every step. He tried to slap at Valkyria, but she managed to open her eyes and avoid the attack at the last moment. Though it unleashed a powerful wind that almost knocked him away.

Soarin was also having trouble, the shaking ground making the building he was on also shake. But he kept his balance and swiped a card. "Ability, Activate!" Valkyria flew up again and her wings glowed. "Feather Darts!"

"Take this!" With a beat, the light exploded off her and turned into a bunch of green energy feathers.

Goliath raised his shield and blocked some of the darts, but others hit the parts of his body not protected. He grunted with every hit, but stayed strong as his power dropped.

Goliath: 820Gs
Valkyria: 1050Gs

Once the barrage ended, Valkyria unleashed another Aero Shot and the gale force attack slammed into his shield. Again, he held his ground but he seemed to be having more trouble holding up.

"Double Ability, Activate!" Goliath's shield glowed orange, "Grand Sentinel..." The light expanded outwards and formed a dome, the light from it raining down on him and repairing the damage done by the Feather Darts.

Goliath: 1170Gs
Valkyria: 1050Gs

"Plus, Megaton Crasher!" Goliath charged forward out of the light, Valkyria having dropped into his attack range. He spun around and performed a backhand with his shield, slamming into Valkyria before she could fly away.

Goliath: 1370Gs
Valkyria: 1050Gs

"GYAH!" Valkyria was thrown across the city and smashed through two buildings, as Goliath continued to stop around like an angry giant. Valkyria pushed herself out of the rubble and leapt into the air, but she was looking a little shaky. Soarin then pointed to the ground.

"Gate Card...OPEN!" The ground glowed before a bunch of tornados appeared. "Ventus Reactor!"

Goliath: 1370Gs
Valkyria: 1250Gs

As Valkyria felt the energy of the wind flow through her, Soarin swiped a card. "Ability, Activate!" She started spinning and flew towards Goliath, as the wing swirled around her. "Blade Wing Dance!"

"Raaaaah!" She beat her wings and set the wind blades flying towards him, Goliath once again raising his shield.

Goliath: 1370Gs
Valkyria: 1450Gs

The blades slammed into him again and again, the Subterra Bakugan grunting with every hit.

The wind from the Gate Card was making Azalea have trouble with her transport, the woman growling as she took out a card. "Ability, Activate!" Goliath's fist began to glow and the second the last air blade hit him, he raised his fist before throwing it down. "Ground Pound!"

The fist struck the ground with enough power to make the entire city shake, reducing several more Buildings to rubble. It also caused the gate card to crack before exploding, destroying it and weakening Valkyria.

Goliath: 1520Gs
Valkyria: 1250Gs

Valkyria gasped at the sudden loss of her power and she tried to fly away, but Goliath was ready.

He pulled his shield off his arm and threw it like a discus, the spinning dome flying through the air at high speed. And before Valkyria could get away, it slammed into her and she let out a scream before falling to the ground. As she did, she reverted back to ball form and Soarin gasped.

Soarin: 46%
Azalea: 100%

"HA!" Azalea laughed, as Goliath returned to her. "Was that the best you've got? How pathetic!"

Soarin frowned and leapt down off the roof, running over to where Valkyria had fallen. As he picked her up, he thought about what had just happened and one thing was instantly clear. "That Goliath is one tough opponent."

"Very," Valkyria agreed. "It's not just his size. He's endurance was incredible. Able to withstand such brutal punishment and barely losing any ground."

Soarin nodded. "But bigger isn't always better. We're gonna find a way to take him down, promise." Valkyria nodded, as Azalea took out a card.

"My turn!" She threw it. "Gate Card...SET!" As soon as it hit the ground, Azalea flew up whilst Soarin leapt back onto the roof. "Bakugan," they both threw their partners, "BRAWL!" The Bakugan shot through the air, hitting several power-ups before landing. "Bakugan," they popped or spun open, "STAND!"

The tornado or light filled the air, as the two Bakugan appearing before their power-ups kicked in.

Goliath: 720Gs
Valkyria: 750Gs

"Double Ability, Activate!" Azalea swiped two cards, as Goliath raised his fist and slammed the ground. Doing so caused rocks to fly out of it and shoot towards Valkyria. "Ground Pound, plus Endless Crushing!"

Valkyria did her best to avoid all the rocks, but a few managed to hit her and forced her down. And once she was low enough, Goliath grabbed her in both hands and held her tightly. "Augh!"

Goliath: 870Gs
Valkyria: 650Gs

He kept crushing her with all his strength, Valkyria screaming as she felt the life being squeezed out of her. But Soarin quickly took out two cards and swiped them. "Double Ability, Activate!" A tornado exploded up from the ground, wrapping around Valkyria and Goliath's hands. "Whirlwind Defence!"

The wind cut into Goliath's arms and forced him to let go, allowing Valkyria to fly up as she brought her hands together.

Goliath: 870Gs
Valkyria: 750Gs

"Plus, Aero Shot!" The sphere of wind formed and she thrust it down towards Goliath, the attack slamming into him before he had a chance to defend himself.

Goliath: 870Gs
Valkyria: 1050Gs

Goliath staggered around and almost fell over, as Valkyria put as much power as she could into her attack. But then, Azalea swiped another card. "Ability, Activate!" Goliath's shield glowed. "Grand Sentinel!" The light flew off the shield and formed the dome, with protect him from the Aero Shot.

Goliath: 970Gs
Valkyria: 750Gs

Soarin frowned before taking something out. "Come, Bakugan Trap!" He threw it into the air, "Ventus Skyblink!" The Bakugan unfolded and glowed, the light shooting over to Goliath and getting behind him before vanishing.

The bird Bakugan squawked, as it flew towards Goliath and smashed its way through the barrier.

Goliath: 970Gs
Valkyria+Skyblink: 1100Gs

Goliath managed to avoid the oncoming wing attack, as Valkyria flew down before spinning around and dealing a kick to his chest. "HEYAA!" She knocked him back and Skyblink flew under his legs, tripping him up and making him fall to the ground.

The impact made the entire city shake, Soarin almost falling off the building.

Azalea growled and as Valkyria dived down to attack again, she took out a card. "Ability, Activate!" Goliath's fist glowed "Hyper Impact!"

Goliath: 1270Gs
Valkyria+Skyblink: 1100Gs

Valkyria saw this and tried to stop, but Goliath was faster and thrust his fist upwards.

The light from the fist flew up at her and slammed into the Ventus Bakugan, knocking her backwards as she let out a cry of pain. But Skyblink managed to grab her in his talons and keep her from falling. She shook her head, as Goliath picked himself up. She then pulled away from Skyblink, the pair heading down as Soarin took out two cards.

"Double Ability, Activate!" Valkyria spun, wind forming swirling around her as she did, whilst Skyblink started to let out a high pitched cry. "Blade Wing Dance, plus Sonic Squawk!" Goliath was forced to cover his ears, the pain of the noise making him unable to think properly.

Goliath: 1270Gs
Valkyria+Skyblink: 1300Gs

"Raaaah!" Valkyria beat her wings and sent the air flying towards Goliath, smashing into him as he let out a cry of pain.

He staggered back, still unable to activate any Ability, making Azalea frown as she took something out. "Come, Bakugan Trap!" She threw it into the air and revealed it to be a brown drum-shaped Bakugan. "Subterra Montrapod!" The Bakugan flew up before unfurling, becoming a long snake-shaped creature that suddenly glowed orange. The light flew over to Goliath and hit the ground in front of him.

In a blinding flash, a giant centipede appeared. It looked like a long brown snake, with an orange line running from its mouth all the way to the tip of its tail. It had twelve pairs of legs, which were brown with orange tips. The tip of its tail had an orange crab claw on the end of it and it had four eyes, along with a pair of brown mandibles on the side of its mouth.

"Gross," Valkyria growled. "Hate insects." Skyblink squawked, Valkyria rolling her eyes. "Yeah, well you eat them. Of course you like them." The pair then had to move, as another Hyper Impact almost hit them.

Goliath+Montrapod: 1600Gs
Valkyria+Skyblink: 1300Gs

The Ventus Bakugan dove towards the other two, as Soarin took out two cards. But before he could swipe them, Azalea did so. "Ability, Activate!" Montrapod's tail claw glowed. "Power Vice!"

Goliath+Montrapod: 1700Gs
Valkyria+Skyblink: 1300Gs

The centipede rolled forward and thrust its tail up, the insect balancing on its front two legs as the tail extended. And the next thing Valkyria knew, the claws grabbed her around the waist. "Augh!" She struggled against the hold, as it tightened up around her. "Let me go!"

Goliath started swinging his fists around, trying to hit Skyblink. But as the bird dodged each attack, Soarin swiped his cards. "Double Ability, Activate!" Valkyria's wings glowed, as Skyblink flew up. "Feather Darts, plus Aerial Assault!"

"I said...LET GO!" She beat her wings and the energy darts flew off, all of them hitting Montrapod and making it stagger back whilst its claw lost its grip.

Valkyria pulled herself free and Skyblink dove down, air swirling around him as he did.

Goliath+Montrapod: 1400Gs
Valkyria+Skyblink: 1500Gs

Goliath raised his shield to try and guard himself, but Skyblink ducked under the shield before doing a V-turn and flying straight up into his chest. "Augh!" He staggered back, as Valkyria prepared to use her Aero Shot attack.

"Ability, Activate!" Montrapod suddenly started scurrying around. "Scuttle Guard!" It ran in a circle, causing a bunch of dust to fly up into the air. And as Skyblink tried to hit Goliath again, the dust was sent flying at him.

It slammed into him, making his squawk as he was thrown away.

Goliath+Montrapod: 1500Gs
Valkyria+Skyblink: 1300Gs

Valkyria was able to fly over and catch him, but this left them open as Goliath rushed forward and threw a punch right into them. And with a single hit, the pair was knocked flying and began to fall towards the building Soarin was on.

"WOW!" He gasped, running away as Valkyria and Skyblink smashed into the roof. He let out a cry, as the roof was ripped apart and he ended up falling over the edge. At the same time, the Bakugan reverted back to ball form and fell down.

The three hit the ground and all moaned, Soarin clutching his side in pain.

Soarin: 6%
Azalea: 100%

Azalea laughed, as Goliath and Montrapod returned to her. She then stared down at the teen, laying on the ground looking pretty banged up. "How sad. And here I heard you were an incredibly powerful Brawler. One of the ones that helped save his entire world from destruction. But now, here you stand. A weak little boy, who can't take being beaten."

Soarin groaned, as he rolled onto his front and started pushing himself up. But as he did, his side felt like it was about to be torn apart.

Valkyria rolled over to him, Skyblink bouncing along with her. "Soarin. Are you alright?" Soarin didn't say anything, as he barely managed to hold himself up on all fours. "You're hurt. This is bad."

"Valkyria," Soarin groaned. "I'm sorry." He pushed himself up to his feet, as he stared up at Azalea. "I...I can't beat her. She's too strong."

"We can beat her," Valkyria assured her. "I know you're hurt, but we can't let that stop us. If we lose now, Equestria will fall to the Rugenga. We can't let that happen." Soarin knew she was right, but he also knew Goliath's power was just too much for him to handle on his own.

"If we fight, I could lose you. What if we lose and you're taken? They already have Garuda." His fists clenched at that thought, "I couldn't stand losing you to."

"Soarin," Valkyria assured him. "I know you're scared. But we can't let fear overwhelm us. If we do nothing, Azalea could take me anyway. If we fight, there's a chance we can still win. But if we just give up, we'll have definitely lost."

"But..."

"Garuda used to talk about you all the time." Soarin's eyes widened in surprise. "Whenever someone asked him about his battle against Lucifer's evil, you were all he ever talked about. He mentioned your strength. Your courage. And you unwavering will to keep fighting, no matter how hard the fight got. He spoke with such pride and if he were here right now, he would be telling you to get up and keep fighting. No matter how impossible victory seemed."

"Valkyria," Soarin couldn't believe Garuda had told others about him.

"When we met, I was honoured to be able to fight with you. Not just because I got to fight to try and save my world, but because I was fighting with someone I had come to admire so much. Someone who I knew would never give up. Tell me, was I wrong to believe in you?"

Soarin stared at her for several moments before smiling. "No." He used all his strength, ignoring the pain he felt. "You weren't." He stood tall, glaring up at Azalea as he took out his Gate Card. "I won't quit. My body may be screaming at me, but not loud enough to make me give up."

"That's what I like to hear." Valkyria and Skyblink leapt onto his shoulder. "I don't like making you brawl whilst you're injured, but we don't have a choice. Once we take her down, I'll get you to the nearest doctor I can find."

Soarin smiled and nodded before throwing his card. "Gate Card...SET!" As the card landed, it exploded and Soarin leapt up onto another rooftop. His side was still killing him, but he fought through it and leapt up before he and Azalea launched their partners. "Bakugan...BRAWL!" The balls flew through the power-ups and landed, "Bakugan...STAND!" They popped and spun open, the pair taking their true forms as Canterlot shook once again.

Valkyria flew up and glared Goliath down, as their power-ups kicked in.

Goliath: 670Gs
Valkyria: 700Gs

Not waiting a moment, Valkyria dived down. She had to do as much damage as she could, as quickly as she could. "Ability, Activate!" Azalea swiped her card and as Valkyria got in close, Goliath reached up. "Endless Crushing!"

"Gyah!" She was caught around the waist and legs, her arms free as Goliath tried to crush her.

Goliath: 670Gs
Valkyria: 600Gs

Soarin quickly took out his cards and swiped them. "Double Ability, Activate!" Valkyria pointed her arms at Goliath's head. "Wind Shooter!" Air bullets exploded out of her gauntlets, hitting her in the head and making him flinch and let her go.

Goliath: 520Gs
Valkyria: 600Gs

"Plus, Blade Wing Dance!" She spun around and before Goliath could react, she beat her wings and sent the wind blades flying at him once again.

Goliath: 520Gs
Valkyria: 800Gs

As they approached, Goliath finally recovered and managed to raise his shield. The first few blades struck and he endured them, as Azalea swiped her card. "Ability, Activate!" The shield glowed and it spread into a dome, which blocked the air blades. "Grand Sentinel!"

Goliath: 620Gs
Valkyria: 600Gs

As Valkyria flew up, Goliath took off his shield and threw it at her. The disk spun through the air and Valkyria barely managed to dodge it, as the shield curved around and started heading towards one of the buildings. One her partner was standing on. "SOARIN!"

The teen saw it and gasped, running as he had an idea. "Come, Bakugan Trap!" He threw the Bakugan into the air, seconds before the shield struck the building and made it explode. "Ventus Skyblink!" Soarin was thrown into the air, as the Bakugan opened up and glowed.

Valkyria watched the light shoot down and hit Soarin, picking him up before he could crash into the ground. It then flew up and disappeared, revealing Skyblink with Soarin on his back.

Goliath: 620Gs
Valkyria+Skyblink: 950Gs

Soarin sighed in relief. "That was too close." He patted the Trap Bakugan, "thanks." The bird squawked, as Soarin glared at Goliath. "You'll pay for that!" Skyblink dove at him, as Soarin swiped a card. "Ability, Activate!" The wind swirled around him, "Aerial Assault!"

Goliath: 620Gs
Valkyria+Skyblink: 1150Gs

Goliath tried to get his shield back, but Skyblink reached him before he could get there and struck him head on. "Gyah!" He was thrown away from the shield, as Skyblink flew away and Valkyria attempted to strike him as well.

But before she could, Azalea swiped a card. "Ability, Activate!" Goliath spun around and threw a glowing punch. "Hyper Impact!" The fist collided with Valkyria, but she managed to grab the fist and hold it back.

Goliath: 920Gs
Valkyria+Skyblink: 1150Gs

The pair pushed against one another, with Valkyria quickly getting the up hand. However, Azalea wasn't finished and took something out.

"Now come, Bakugan Trap!" She threw it into the air, "Subterra Montrapod!" The drum flew up and suddenly sprang open, glowing as it did before transforming into its full form above Valkyria.

Goliath+Montrapod: 1250Gs
Valkyria+Skyblink: 1150Gs

The centipede fell down and crashed into Valkyria, pushing her down to the ground and pinning her down. "Valkyria!" Soarin cried, as she found the beast's mandibles attempting to take a bite of her. But before it could, Soarin took out his cards and swiped them. "Double Ability...ACTIVATE!" Valkyria dodged the fangs and brought her hands together. "Aero Shot, plus Sheering Winds!"

A wind sphere formed and she thrust it up into Montrapod's face, making it cry as it was blown away.

Valkyria leapt into the air before she and Skyblink unleashed their attacks at the same time, the wind stream merging with the blades of air that Skyblink launched.

Goliath+Montrapod: 1250Gs
Valkyria+Skyblink: 1750Gs

Both Goliath and Montrapod were struck by the wind, which blew them both away with Goliath crying out. But Montrapod managed to dig its legs into the ground, tearing it up but keeping it from being blown away.

The wind also tried to blow Azalea away, but her transport was able to keep up with the gale. And as she held on tight, she swiped a card. Ability, Activate!" The Trap Bakugan started scuttling around, fighting against the wind as another dust storm appeared. "Scuttle Guard!"

The dust somehow didn't get blown away and was sent towards Skyblink, slamming into him and making him squawk as he stopped beating his wings. "Wow!" Soarin was almost thrown off by his sudden jerking, Valkyria quickly trying to wipe the dust from his eyes.

Goliath+Montrapod: 1350Gs
Valkyria+Skyblink: 1450Gs

Realising he still had the advantage, Soaring quickly took out a card and swiped it. "Ability, Activate!" Eye clean, Skyblink stared down at the Subterra Bakugan and took a deep breath. "Sonic Squawk!" The bird unleashed a high pitched cry and once again, Goliath and Montrapod flinched at the pain.

"Ahh," Azalea growled, "that's really annoying."

"Annoyingly useful," Soarin stated. "Now," he gestured to the ground, "Gate Card...OPEN!" The ground glowed before somehow turning into a bunch of sand. "Quicksand!" The Subterra Bakugan found themselves beginning to sink, both of them unable to pull themselves free.

Goliath+Montrapod: 1150Gs
Valkyria+Skyblink: 1450Gs

"GET THEM!" Soarin cried, as both Valkyria and Skyblink dove down. And whilst Goliath was barely able to dodge the kick from Valkyria, Montrapod couldn't pull itself free as Skyblink flew past and smashed its wing into it.

The Trap Bakugan was ripped out of the quicksand and hissed, as its body reverted back to ball form and fell to the ground.

Soarin: 6%
Azalea: 40%

"Gotcha!" Soarin cheered, as the Ventus Bakugan flew up.

Goliath: 820Gs
Valkyria+Skyblink: 1450Gs

Goliath continued to sink into the quicksand. And as he did, Valkyria prepared to fire an Aero Shot at him. However, Azalea wasn't going to let them beat her so easily. "No more holding back!" She swiped a card. "Ability...ACTIVATE!"

"RAAAAAAAAAAH!" Goliath brought both his hands together before swinging them downwards. "Ground Pound!" The fists slammed down into the quicksand and struck with such force, that it sent out a shockwave that blew the sand upwards.

Valkyria and Skyblink gasped, as the sand slammed into the pair of them and made it almost impossible to fly. It also destroyed the Gate Card, Goliath's fists striking the ground with enough force to demolish every house around them. Even the castle, which the battle had slowly been moving towards, shook and cracks formed along the side.

Goliath: 1070Gs
Valkyria+Skyblink: 1450Gs

Both Valkyria and Skyblink tried to get the sand off of them, as Soarin coughed and took out a card. But Azalea was faster. "Ability, Activate!" Goliath charged forward and once he was close enough, he swung his arm around. "Megaton Crasher!"

Goliath: 1270Gs
Valkyria+Skyblink: 1450Gs

The Ventus Bakugan did their best to fly up and avoid the attack, with Goliath's arm missing them. However, the wind this caused buffeted the pair and caused them to almost lose control. As such, Soaring swiped his card.

"Ability, Activate!" Valkyria swung her arms around and took control of the wind, making it swirl around them instead of hitting them. "Whirlwind Defence!" She then blew the wind forward, slamming it into Goliath and making him stagger back.

Goliath: 1070Gs
Valkyria+Skyblink: 1450Gs

The wind also struck Azalea's transport, causing it to fly out of control. She screamed, but managed to hold on as Valkyria and Skyblink attempted to take Goliath out once and for all.

"You were warned!" Soarin told her. "This is what happens when you try and attack somewhere protected by me and my friends." Valkyria and Skyblink unleashed a bunch of wind attacks, which slammed into Goliath again and again. They slammed into him over and over, as Azalea was also blown back. "Now give up!"

"NEVER!" Azalea told him. "You think you're hot stuff, but you're nothing. It's time you saw what happened to those, who try to get in our way." She took out a card and swiped it. "Fusion Ability, Activate!" The card glowed along with Goliath, who kept enduring the attack. "HYPER CRASHING DEMOLITION!"

Soarin could sense something big was about to happen and had his Bakugan fly up, as he prepared to use his own Fusion Ability. But before he could swipe it, the light on Goliath exploded off and was bright enough to completely blind him.

"GYAH!" He accidentally dropped his Fusion Ability card, as the light started taking shape. All over the city, anyone still there was suddenly blinded as well. If anyone could see, they would witness a massive humanoid figure made out of light.

Goliath stood within that figure, which was ten times his size and only existed from the waist up. The figure was a perfect copy of him, made out of transparent orange light. And as Goliath moved his arms, so did the figure.

Goliath: 1570Gs
Valkyria+Skyblink: 1450Gs

The Bakugan couldn't see a thing and as Goliath raised one of the avatar's arms, Azalea flew up and laughed. "Now you'll see. Why trying to get in our way..." Goliath launched his attack towards them, "WAS THE BIGGEST MISTAKE YOU EVER MADE!"

At the castle, Twilight, Spike Celestia and Luna were in the throne room and trying to see what was happening.

Everyone in the city had been evacuated into the castle, but the light that filled the city streamed in through the windows and almost burned every eye that looked at it. "What is happening?" Spike cried, as Twilight tried to conjure a pair of shades.

The only one not affected by the light was Dragonia, the Haos Bakugan looking out the window. "This must be Azalea's power. She-" Dragonia gasped, making everyone worry. "EVERYONE TAKE COVER!" Nobody argued and ran to the other side of the throne-room, seconds before the light suddenly got blocked out by something.

Then, as Celestia put up a shield, the wall exploded as something crashed through it.

That something was Valkyria, she and Skyblink both being thrown through the wall by an incredible impact. And as they fell through the wall, Soarin was sent flying and crashed into the ground. "SOARIN!" Twilight cried, as Valkyria and Skyblink both reverted back to ball form.

Soarin: 0%
Azalea: 40% (Winner)

The alicorns couldn't believe it, as Twilight ran over to Soarin and made sure he was okay. But what terrified them more, was the ship flying towards them.

"This is bad," Luna gasped. "We have to get out of here!" But before she could do anything, the four of them were suddenly overwhelmed with an unbelievable pain, causing them all to fall to their knees. They all realised that the dimensional field had reached them, which meant it wouldn't be long before they fell unconscious.

"Celestia!" Dragonia cried, she and the other guardians flying down. "You have to get up and escape." Celestia kept flinching, unable to really focus.

The alicorn stared at the approaching transport, then turned to the Bakugan. "I can't...teleport us." She raised her hand, as her horn glowed. "But...I can teleport you." Dragonia's eyes widened, as she and the other Bakugan glowed. "Find Leonidas and the others. Bring them back. They're our only hope." Before the six could say anything, they all disappeared in the blink of an eye.

As they did, Twilight and Spike collapsed from the pain.

The stronger alicorns were able to hold on, but neither of them could do anything else. And as the transport finally reached the castle, Azalea chuckled as she and Goliath stared down at them. "Canterlot...is ours." That was the last thing the ponies heard before they fell to the ground.

In another area of Equestria, a burst of light signalled the Guardian's arrival.

The six fell to the ground before opening up, all of them frowning. "I can't believe we let that happen!" Zephyria cried. "First we allowed Vestroia to be conquered. And now, we couldn't do anything as this world's capital is forced under villainous rule."

"We've failed," Regulus agreed. "This world will soon be controlled my the Rugenga and there's nothing we can do about it."

"Not true," Dragonia told them. "We do what Celestia said. We find Leonidas, bring him and the others back. Then, we help them free this world and Vestroia. And we won't rest until that happens."

Back in Canterlot, Azalea stood within the destroyed castle throne room.

A portal suddenly opened and from it, Beck and Kiyrah both arrived with a bunch of objects with them. Strange egg-shaped devices that were made of glass with a metal ring around the middle. Inside three of them were Braeburn, Lyra and Princess Cadance, all unconscious as they floated within a strange clear substance they appeared to be able to breathe. Within a section metal ring, a hole could be seen that their Bakugan were trapped inside.

Azalea nodded at her compatriots, then out at the city. "Canterlot is ours. And soon, the rest of Equestria will be ours as well."

Her transport was flying around remotely, unleashing a tractor beam that was sucking any Bakugan caught in its pull. Meanwhile, Beck stepped forward with multiple black bracelets in hand. Ones that appeared to be smaller versions of the collar Twilight had seen before.

As the transport flew back, it unleashed several of the Bakugan it caught. They landed at their feet and Beck smirked before placing the bracelets around each one, the collars shrinking down around the Bakugan before a green light appeared on each one.

The Bakugan began to glow and the Rugenga quickly threw them out into the city, causing a bright light that signalled their transformation back into their true form. "Go get the ponies that have tried to escape!" Beck stated, the flying ones going off to do just that. The rest of you, keep this city under our control. The ponies can live their lives, so long as they do exactly as we say."

Azalea laughed, as she moved back into the throne room and strode over to the still standing throne belonging to Celestia.

She sat down in it, as the egg devices suddenly had Soarin, Twilight, Celestia, Luna and Spike within them. Soarin, Lyra and Braeburn were moved away from the other five, The Rugenga having a plan of where to keep them once they had complete control of the kingdom. It wouldn't be long before all of Equestria belonged to them.

Author's Note

And thus, Equestria has been completely conquered. How will things turn out? Will Flash and the others be able to return and save everyone? Only time will tell.