Sonic and Shadow in Equestria 2 The Return of Mephiles The Dark

by Will Atkinson

Rating: teen
Tags: Romance, Princess Luna, Original Character, Spike, Adventure, Princess Celestia, Crossover, Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Sad, Main 6
Length: 33757

It's been two years since Sonic and Shadow have been to Equestria and now they are on their way back to see their new friends but an old enamy awaits their return

It's been two years since Sonic and Shadow defeated Discord and now thanks to Sonic's friend Tails they can return to the land of Equestria. But when they get there they learn that their old enemy Mephiles The Dark has returned and has the five of the main six under his control and Twilight and the princesses as his prisoners. Can Sonic and Shadow along with their friends stop Mephiles before it's to late? Or will Mephiles finally get his revenge?

*note* This story contains five of the six Elements of insanity and contains Nyx from Pen stroke's Past Sins. Although this story features Pen Stroke's Nyx (Past Sins), this story itself is not related to Past Sins, nor does it require a reading of Past Sins. And although this story contains five of the six Elements of insanity I don't own them all the credit goes to their creator theinvertedshadow.

Published 2014-01-19 22:20:01 UTC
Last updated 2014-10-26 02:44:18 UTC

The Return Of Mephiles The Dark

Sonic and Shadow in Equestria 2 The Return of Mephiles The Dark
By Will Atkinson

Chapter 1

(Intro starts to play)

(Intro ends and What I'm made of from Sonic Heroes play's)

"AT LAST, THIS SHALL BE MY FIRST, AND FINAL BATTLE WITH YOU, SHADIC THE HEDGEHOG!” Said Discord.

"Well then, let's see what you can do." Said Shadic.

"HAHAHAHAHAHAHAHA!!!!" laughed Discord.

"Hey what's so funny Discord?" Asked Shadic

"HA YOU SHADIC." Said Discord

"I AM FAR MORE POWERFUL THAN YOU. LET ME SHOW YOU WHAT I MEAN!” Said Discord

“Pfft, bring it on, Discord." Said Shadic.

“Ok then, you asked for it, JUST TRY TO STOP THIS." Said Discord.

"SUPER DRAGON FIRE-BLAST!!!!”

"CHAOS BEAM, FIRE!!!” Shadic screamed as he countered the attack.

As the two attacks collided with each other, both Shadic and Discord back in recoil.

"NOT BAD SHADIC, BUT I AM ALL POWERFUL!!!"

Just then, Discord used the gem of power at it’s full power, and his dragon fire drew near to Shadic.

"Oh no, Shadic's losing!” Said Twilight, aghast.

“Oh, what are we gonna do, what are we gonna do, WHAT ARE WE GOING TO DO?!?!?” shouted Pinkie.

"I think my sister and i have an idea." said Celestia.

“And what would that be?” Asked Rarity.

“Well, what if you girls use the elements of harmony on Shadic? Asked Luna.

"What if the elements of harmony turn Shadic to stone?" Asked Fluttershy.

"They won’t, the elements of harmony only destroy evil!”

"Ok everypony, take your positions." Said Twilight.

When they got to position, Discord saw what they were doing and laughed.

"HAHAHAHAHAHA YOU SIX ARE USING THE ELEMENTS AGAIN? DO YOU REMEMBER WHAT HAPPENED THE LAST TIME YOU USED THEM?" Asked Discord, smirkingly.

Twilight spoke up. "Who said we were going to use the elements you?”

“WHA- WHAT DO YOU MEAN? Asked Discord.

"You'll see soon enough, you dirty rat!” Said Applejack.

“Now!” Said Twilight.

The elements began to glow bright as the power of the elements shot into Shadic.

“HAHAHAHAHA! THAT’S WHAT YOU'RE PLANING, TO TURN SHADIC INTO STONE?” OH, WELL, THANK YOU ALL SO YERY MUCH!” Discord said in a sarcastic tone.

Discord quickly looked at Shadic, and saw that he was getting stronger because of the elements of harmony.

“OH, NO." Said Discord.

"Now Discord, feel my power!!!” said Shadic.

Then a huge jolt of energy shot forth from Shadic and, much to Discord's dismay, Shadic’s attack was stronger then his own.

"NO, NO!!!!" Said Discord.

"THIS CAN'T BE HAPPENING TO ME!!!! WHO DO YOU THINK, YOU ARE?!”

"I told you… I'm Shadic, SHADIC THE HEDGEHOG!!!!"

"I CAN'T LOOSE, I JUST CAN'T." Said Discord.

He tried everything to gain more power from the gem of power, but to no avail.

"THE NIGHTMARE IS OVER, DISCORD! DIE!!!!" Said Shadic.

Suddenly, Shadic let out all of his power out and Discord was engulfed in the beam of light.

"NO, NO, NO, NOOOOOO!!!!” Said Discord, as he disappeared into nothingness.

As for the gem of power, it shattered into millions of tiny pieces.

(Music ends.)

"Shadic did it! Discord's gone!!!!" Said Rarity.

"Way to go, Shadic!!!!" Said Twilight.

"Ohmigosh, I can't believe it he did it, he did it!!!!" Said Pinkie pie.

Then they saw Sonic and Shadow coming towards them. "SONIC YOU DID IT, YOU DID IT!!!!" Said Rainbow Dash.

"Yes Rainbow." Said Sonic hugging her.

"Now it's finally all over."

"Yes it is, and we are so proud of you both." Said Celestia.

"Thank you, your majesty." Said Shadow.

"I'm guessing you two have to leave now?" Asked Luna.

“Yes, I'm afraid so." Said Sonic.

The Two alicorns nodded and began to power up their horns.

(Worth a chance from Sonic and the Secret Rings plays)

"Well I guess this is it, huh guys?" Asked Fluttershy

"Yes it is, Fluttershy." Said Shadow.

“Well, goodbye everypony." Said Sonic.

The ponies all walked up towards Sonic and Shadow.

"We will miss you, pardners, and when y’all come back, you two need to try some of my apples." said Applejack.

“Ok, we will, Applejack." Said Sonic.

"Come back and see us soon, darlings." Said Rarity.

"You got it, Rarity." Said Shadow.

“Yeah, you need to come back, because I didn't get to throw you a welcome party, so when you two do come back I'll throw a welcome-back party!!!!" Said Pinkie.

“Ha, don't worry Pinkie. We'll be back, so get ready to throw that welcome back party!” Said Sonic.

"Oh man, I'm going to miss you guys." Said Spike

"And we will miss you too, Spike." Said Shadow.

"Thank you for taking care of Discord." Said Twilight.

"No problem, Twilight." Said Sonic.

Just then the portal to Mobius appeared, and Sonic and Shadow were ready to go home.

“Hey, wait a minute, where’s Rainbow Dash?" Asked Sonic.

"I don't know. She was just here." Said Twilight.

"I'll go and find her." said Sonic.

“Why, Sonic?" Asked Shadow.

“Because, Shadow, I don't want to leave without saying goodbye to her." Said Sonic.

"I understand." Said Shadow.

In a flash Sonic raced off to find Rainbow. Meanwhile Rainbow Dash was at the entrance to the everfree forest crying hard because Sonic was leaving and she didn't want him to go she felt that her heart was starting to break by the thought of never seeing Sonic again.

"Hey Dash." Said a voice.

Rainbow turned around and saw Sonic standing there behind her.

"OH SONIC!!!!" Rainbow Dash said.

"Rainbow what are you whoa."

Before Sonic could say anything else Dash knocked him down and started to cry uncontrollably on his shoulder.

"OH SONIC PLEASE, PLEASE DON'T LEAVE ME I LOVE YOU SO VERY MUCH SONIC THAT I JUST DON"T WANT YOU TO LEAVE PLEASE DON'T GO." Said Dash still crying hard.

Sonic looked at Dash and whispered into her ear.

"It's ok Dash just let it out, that is it just let it all out." He Said.

A few minutes had passed and Sonic decided that Rainbow had cried enough.

"Uh Rainbow could you get off of me please?" He asked.

"Oh sorry Sonic." Said Dash calming down a bit.

"Um Sonic do....do you really have to leave?" She asked

"Yes Dash I'm sorry but I have to." Said Sonic.

"But you will come back to me right Sonic?" Asked Dash

"Of course I will Dash you think I won't after that great race that we did yesterday huh?" asked Sonic.

Rainbow smiled and then she went up and kissed Sonic.

Later that day Sonic and Shadow were ready to go home. "Goodbye you two." Said Celestia.

"Yes goodbye and good luck you two." Said Luna.

Sonic and Shadow both nodded and then they both stepped into the portal. Before the portal closed Sonic and Shadow waved goodbye to their new friends.

"Goodbye Sonic my love I'll never forget you and someday we will see each other again I love you." Said Dash as she saw the portal disappear.

(Song ends. Equestria two years later.)

It has been two long years since Sonic and Shadow defeated Discord and brought peace back to Equestria or so they thought because deep in outer space a black cloud was descending to the planet. Meanwhile on Equestria two of the royal guards were in the royal gardens in Canterlot when they saw the mysterious black cloud in the sky.

"Hey Sky Cloud what is that?" Asked the white unicorn with a red and green striped mane and tail.

"I don't know Whirlwind but let's go and find out." Said the bright yellow earth pony with a white mane and tail.

As they headed toward where the black cloud was landing it was starting to transform. When the two guards got to the place where the cloud came down they saw a hedgehog standing there it was a dark gray hedgehog with light gray lines on it's fur.

(Mephiles The Dark theme starts to play)

"Hey who are you?!" Asked Sky Cloud.

Just then the hedgehog released some kind of black smoke out of it's hands and it engulfed the two guards before they could react.

"HAHAHAHAHAHA oh how great it is to be back from the dead now these two will tell me where I'm at, and tell me who's in charge around here.

As the smoke started to disappear the guards where revealed only this time their eyes were gray. Then they kneeled down and said in a demonic voice.

"Yes Lord Mephiles we're at your command."

"Good, now tell me my servants where am I and who is in charge around here?" He asked.

"You're in Canterlot my Lord one of the famous cities in Equestria." Said Whirlwind.

"Ah I see and who is in charge?"

"That my Lord is Princess Celestia and her sister Princess Luna." Said Sky Cloud.

"I see please take me to see Princess Celestia and Princess Luna." Said Mephiles.

The guards just bowed and then they started to take Mephiles to the princesses.

("This place will be perfect to rule over and soon I will get my revenge on Sonic and Shadow the hedgehog.") Mephiles said to himself.

(music ends and Beanbean Castle music from Mario & Luigi: Superstar Saga stats to play)

In the castle Celestia and Luna where talking to now new princess of Equestria Twilight Sparkle and her friends about this years Galloping Gala.

"So does anypony have a good idea for the Grand Galloping Gala this year?" Asked Celestia.

"Well we can bring Sonic and Shadow from their world for the show." Requested Rainbow.

"You know what that's not a bad idea Rainbow good thinking." Said Luna.

"Yeah and not only that but you can ask Sonic to be your date for the Gala." Said Pinkie Pie.

As soon as Pinkie pie said that Rainbow went into a deep shade of red, just then there was a knock on the door.

"Yes come in." Said Celestia.

As the door opened there stood Sky Cloud and Whirlwind.

"Uh begging you majesties pardon but you have a visitor." Said Sky Cloud.

"A Visitor? Well send him in." Said Luna.

As they moved out of the way there stood Mephiles disguised as Shadow because when they were heading to the castle the guards told Memphis what happen two years ago.

"Oh Shadow it's great to see you again after so long." Said Celestia.

"And it's good to see you again too Princess." Said Mephiles in Shadow's voice.

"Hey if your here then where is Sonic?" Asked Rainbow.

"Oh he is still on Mobius but he said he will be coming soon."

"Oh ok well when you go back can you tell him about are party?" Asked Rarity.

Just then Mephiles laughed in his normal voice.

(Music stops)

"HAHAHAHA!!" Well actually I have a confession to make."

All of the ponies looked at each other and then back at Mephiles.

"Wha....what do you mean Shadow?" Asked Fluttershy nervously.

"That's my confession my name is not Shadow it's Mephiles, Mephiles The Dark HAHAHAHAHAHA!!!!

(Danger! from Mario & Luigi: Superstar Saga starts to play)

Just then Mephiles clapped his hands and thick black smoke started to engulf him.

"Wha....what's happening?" Asked Fluttershy.

"I don't know but be ready everypony." Said Twilight.

As the smoke cleared they saw Mephiles in his original form.

"So this is your true form Mephiles?" Asked Celestia

"Yes princess it is and it feels so good to be here and also I can be your new king."

"That ain't gonna happen Mephiles." Said Luna.

"Right sister guards capture the intruder." Celestia shouted.

But the guards didn't move then Mephiles spoke up.

"Guards leave us."

And with that the guards bowed low and left, much to the dismay of the princesses and the ponies.

"Wha....what did you do to my guards." Celestia demanded.

"Oh I just turned them into my personal slaves just like I'm going to do with all of the ponies in Equestria HAHAHAHAHAHA!!!!"

Then Mephiles turned to the other ponies.

"And the guards told me everything about you six as well even you Twilight Sparkle."

Twilight slowly backed up behind Celestia.

"They also told me that you have a daughter named Nyx, am I right Twilight?"

After hearing her daughter's name she stared at Mephiles in rage.

"If you go anywhere near my daughter Mephiles I swear I'll kill you."

After hearing that Mephiles just laughed.

"Well then let's make sure you don't get that chance."

With that Mephiles snapped his fingers and Twilight and the Princesses disappeared leavening Applejack, Rainbow Dash, Pinkie Pie, Rarity, and Fluttershy in the room with him.

"Hey what did you do to the princesses and to Twilight?" Asked Rarity.

"Don't worry about them they are just in the dungeon until then let's get the real party started." Mephiles snickered.

"Wha....what do you m....mean by th....that?" Asked Fluttershy nervously.

"Well my dear Fluttershy let me show you what I mean." He said.

And with a snap of his fingers Fluttershy was engulfed in black smoke.

"FLUTTERSHY!!!!" Rainbow Dash screamed.

"What are you doing to her you big meanie?" Said Pinkie Pie.

"Oh don't worry about your friend I'm just changing her into something more impressive."

Just as soon Mephiles said that the smoke cleared and there stood Fluttershy only this time Fluttershy looked nothing like herself. Instead of her yellow color fur she was pale with a red mane and tail, also her eyes were like pinpricks and one eye was blue while the other eye was red with a red scar above it. She even had a red and white stripe top hat on her and her cutie mark had bloodstained butterflies with speakers on them. Rarity slowly approached Fluttershy and put a hoof on her.

"F....Fluttershy darling are, are you o....ok? She asked nervously.

Fluttershy then spun around and in a demonic voice she said.

"I'M NOT FLUTTERSHY I'M FLUTTERSHOUT!!!!"

Just then Fluttershout opened her mouth and screamed, a scream so loud that it made all of the windows of the castle to break and to have everypony including Mephiles to cover their ears. Just as Fluttershout stopped everypony and Mephiles uncovered their ears.

"Perfect I love it." Said Mephiles with a smug grin on his face.

Rainbow Dash and the other ponies could not believe what Mephiles did this to Fluttershy, but Mephiles was not done yet.

"Now witness as I transform all of you into my very own army HAHAHAHAHA!!!!"

And with that Mephiles raised his hands and more of that black smoke came out and covered Rainbow Dash, Rarity, Applejack, and Pinkie Pie.

"Now Fluttershout witness the birth of your new friends." Said Mephiles as he walked up to the smoke that was covering Rainbow Dash.

"First meet the one, the only Rainbine." He said.

Just then the smoke cleared to reveal Rainbow Dash but this time instead of her rainbow colored mane and tail her mane and tail now looked like it lost a little bit of it's color, on her right hoof she had some kind of gun on it, she was now a grayish blue instead of her original blue color, and as for her cutie mark instead of her white cloud with the red, yellow, and blue lighting bolt it was now a gray cloud with a black, green, and gray lighting bolt.

"So how do you feel Rainbine?" Asked Mephiles.

Rainbine opened her eyes that were now pinpricks just like Fluttershout's and in a robot like voice she said.

"I'm Primed, locked, loaded, and ready to go."

"Nice now lets take a look at Rarity or should I say Rarifruit." Mephiles said looking at the smoke beside Rainbine.

As the smoke cleared Rarity was shown only this time without her blue mane and tail they were now pink with red lines, she had like a purple navy hat on, and her cutie mark was a purple apple with three diamonds on it.

"Ah Rarifruit welcome to my army."

"Thank you King Mephiles, I am here to serve you and only you." Said Rarifruit in a demonic voice almost just like Fluttershout's voice.

"Good now let's take a look at Pinkie Pie or should I say Pinkis Cupcake."

Just like before the smoke cleared to reveal Pinkie Pie, only this time she was a pinkish red, with her mane and tail a crimson red, and her cutie mark instead of three party balloons they were three cupcakes with blood red icing on top of them.

"Good you have awaken Pinkis Cupcake." Said Mephiles putting a hand on her shoulder.

"Yes my King now I'm ready to turn somepony into a cupcake." Pinkis Cupcake said in a deep crazy demonic voice.

Mephiles smiled and patted her head.

"All in good time my dear, all in good time." He said.

Then Mephiles turned and noticed the smoke that was covering Applejack was starting to clear.

"Ah I see that Applepills is about to awake." He said walking toward the smoke.

As it cleared up to reveal Applejack only this time she didn't have her hat, her straw like mane and tail were now a black color, her orange color fur was now like a darkish orange, and her cutie mark was three pills with two apples on each one of them.

"So Applepills how do you feel?" Asked Mephiles with venom dripping down his teeth.

"Hehehe I feel, I feel. Hehehe I feel so alive, pills." She said in an insane country accent.

Mephiles looked at the five ponies and laughed.

"HAHAHAHAHA excellent now you five need a new name."

Mephiles thought long and hard until he came up with something.

"Ah I've got it since you were the elements of harmony what about we call you five the elements of insanity?"

The five ponies looked at each other and smiled.

"We like it." They said together.

Mephiles smiled evilly and then he turned to the big royal doors.

"Good now let's do the same to all of the ponies in Equestria."

Then Mephiles walked out of the castle and on to the balcony and then he said.

"Prepare for the days of evil Equestria for I Mephiles the Dark is now your new ruler."

And with that he raised his hands up and more of that dark smoke came out of his hands and the smoke started to cover the castle and started to move all across Equestria.

(Music ends.)

Meanwhile on the planet Mobius Sonic the hedgehog and Shadow the hedgehog along with their friends Miles Tails Powers the Fox, Amy Rose, and Knuckles the Echidna were getting ready to go to Equestria in a portal that Tails made after Sonic and Shadow told them all about the planet and it inhabitance.

"Man I can't believe that you made a portal to Equestria in just two years Tails old buddy." Said Sonic.

"Oh shucks it was nothing I mean if it wasn't for that rainbow color hair I found on you I would have never made it." Said the yellow Fox happily.

"Yea and the way you said about there being talking ponies and being princesses there then I want to go there to see them for myself." Said Knuckles.

Then Amy spoke up.

"And I want to go because it sounds like a great place for you and I to spend some time together Sonic." She said hugging him.

Sonic just looked at her and sighed.

"Well come on guys let's go." Shadow said impatiently.

"Alright now everybody gather round the portal and hold hands." Said Tails.

So everyone gathered around the portal and held hands, just then Tails pushed a button on his wrist watch. As he did so the portal started to glow and quickly he held on to Sonic's hand and then they were whisked away to Equestria. It was not long until Sonic, Shadow and their friends appeared at the entrance to Ponyville Tails, Amy, and Knuckles looked around in awe.

"Wow so this is Ponyville one of the cities of Equestria?" Asked Tails.

"Yes it is Tails. Said Sonic with a smile on his face.

"It's beautiful." Said Amy.

"Well come on guys we can't wait for you three to meet Twilight and the others." Said Sonic

"Yea let's go." Said Knuckles.

And they set off to Twilight's tree house, as they were walking to Twilight's house they saw that the place was deserted.

"Hey guys?" Asked Amy.

"Yes what is it Amy?" Asked Sonic.

"Um is this place supposed to be deserted like this?"

"No it shouldn't be something most be wrong. Come on guys let's hurry to Twilight's tree house maybe she knows what's going on."

It wasn't long before Sonic, Shadow and their friends got to Twilight's tree house.

"Man this is weird where is everypony?" Shadow asked.

"I don't know Shadow but we're going to find out." Said Sonic.

Sonic came up to Twilight's door and knocked but after a few minutes no one came to the door, Sonic knocked again but still nothing.

"Maybe she's not in." Said Knuckles.

Then Tails looked in the window and said.

"Hey guys I think there's someone in there."

"Well who is it Tails?" Asked Amy.

"It looks like a dragon hiding under the table."

"That must be Spike Twilight's assistant." Said Shadow.

So Sonic knocked again but this time he said.

"Spike, Spike are you in there it's us Sonic and Shadow and we brought along our friends."

Just then they heard the baby dragon.

"Sonic, Shadow is it really you two out there?"

"Yes Spike it's us please let us in."

Just then they heard Spikes feet on the wooden floor and then they heard the door opening and there was the little baby dragon.

"Sonic, Shadow thank goodness your here. He said.

Sonic and Shadow were confused.

"What? What's wrong Spike? Asked Shadow.

Before Spike could explain Sonic, Shadow, and their friends heard somepony up stairs ask in a little voice.

"Spike who is it?"

"Whose that?" Asked Tails.

"Oh that's just my niece Nyx." Said Spike.

As soon as Spike said this Sonic and Shadow's eye's went wide.

"YOUR NIECE!!" They said together.

Spike laughed.

"Yes and she is also Twilight's daughter."

This time Sonic and Shadow's mouth's went wide until they hit the floor. Just then the door up stairs opened and as Sonic, Shadow and their friends looked a black alicorn with a long rich purple mane, and dagger shaped eyes came down and smiled at them.

"Hi my name is Nyx, who are you folks?"

Sonic, Shadow and the others looked at the young filly and smiled.

"My name is Sonic, Sonic the hedgehog."

"My name is Shadow, Shadow the hedgehog."

"My name is Miles Tails Powers but you can call me Tails."

"I'm Amy Rose."

"And my name is Knuckles the Echidna."

"It's nice to meet you all." Said Nyx.

"Anyway Spike can you tell us what is going on?" Asked Sonic.

"Well when Twilight or should I say Princess Twilight."

Just then Sonic and Shadow shouted.

"PRINCESS TWILIGHT!? HOW DID THAT HAPPEN!?"

"Look I promise that me and the ponies will tell you everything but right now we're in trouble Sonic and we need you, Shadow and your friends help."

"Ok Spike so tell us what in the world is going on?" Asked Shadow.

"Well me and Nyx were in the library cleaning until we saw this strange cloud."

Sonic, Shadow and the others were confused.

"Uh what strange cloud?" Asked Knuckles.

"Well it was like dark and pinkish like." Said Nyx.

"Yeah and then everypony started to act strange." Said Spike.

"Started to act strange like what?" Asked Tails.

"Well after the cloud went over our pony friends their eyes turns like green dragon like eyes." Nyx said.

After Nyx said about the ponies in Ponyville having dragon like eyes that made Sonic, Shadow and their friends nervous and Spike and Nyx saw this.

"Uh guys are you ok?" They asked.

Sonic looked at Shadow and said.

"Shadow we have to tell them that we think who could be behind this diabolical thing."

Shadow nodded and said.

"Your right Sonic they have a right to know."

"We agree as well." Said Amy, Tails, and Knuckles together.

"Uh what are you guys talking about?" Asked Spike.

Sonic sighed and said.

"Well you see you two about nine years ago we had a run in with an evil monster of a hedgehog named Mephiles The Dark."

"Mephiles The Dark who's that?" Asked Nyx.

That's when Shadow spoke up.

"Well you see Nyx, Mephiles The Dark is a evil hedgehog who was created by my own shadow."

Nyx and Spike were terrified.

"By your shadow how did that happen?" They asked together.

"Well to make a long story short while me and a friend of mine named Rouge The Bat were fighting a man named Dr. Eggman she was hit by one of his robots and made a staff called the Scepter Of Darkness to brake then a black and pinkish like cloud come and landed right next to me before I knew it my shadow transformed into Mephiles."

Just then they heard a knocking at the door.

"Whose that?" Asked Amy.

"I don't know but something tells me it's not good." Said Knuckles.

Then Sonic turned to Nyx and Spike.

"You two hide under the table and we will see who it is."

"Ok Mr. Sonic." Said Nyx.

As Nyx and Spike hid under the table Tails went to the door and opened it there on the other side was a pink pony with a white and light pink mane and tail and her cutie mark was three flowers.

"Who are you?" Asked Tails.

The pink earth pony smiled and said.

"Hi I'm Ms. Cheerilee Nyx's teacher."

Just then Sonic came to the door.

"Oh hello there my name is Sonic."

"Ah so your Sonic the one who destroyed Discord?"

"Yep that's me."

Just then Shadow came up and hit Sonic in the head.

"OUCH!! Shadow why did you do that?!"

"Sonic you know as well as I do if you and I didn't join together and formed Shadic we wouldn't have beaten Discord."

"Oh yeah you're right Shadow."

Then Sonic turned back to Ms. Cheerilee.

"So Ms. Cheerilee what brings you here?"

"Oh well I'm here to take Nyx to school."

Just then Nyx came out underneath the table.

"Don't listen to her Sonic me and Spike saw her get possessed by that dark and pinkish cloud." Said Nyx.

Sonic and Tails then looked back at Ms. Cheerilee and what they saw next made them jump back.

(Cackletta's Theme Remix from Mario and Luigi super saga stats to play)

Ms. Cheerilee started to laugh in Mephiles' voice.

"Very good little pony I'm flattered."

"What do you want Mephiles?" Said Shadow.

"You know what I want, I want revenge now give me that filly right now."

As soon as the Mephiles possessed Ms. Cheerilee said that Sonic, Shadow and their friends went right between her and Nyx in fighting position.

"If you want her you'll have to go through us to do it." Said Knuckles banging his fist's together.

(Music ends and Are you ready from the Mighty Morphin Power Rangers Movie starts to play)

Then suddenly more ponies under Mephiles' control started to appear in black pinkish smoke.

"If that's the way you want it fine I'll just take her from you all, go get them my ponies." Said the Mephiles possessed Ms. Cheerilee.

"Alright guys lets do this and remember we've got to keep him away from Nyx." Said Sonic.

"RIGHT." Said all of Sonic's friends together as they charged at the Mephiles possessed ponies."

As Sonic and his friends charged at the possessed ponies Ms. Cheerilee then pointed her hoof out and they charge at Sonic and his friends.

"Alright guys spread out now." Said Shadow.

"You got it Shadow." They all said together.

As they split up Knuckles stopped and put on metal knucks on his knuckles.

"Alright you Mephiles puppets let's do this." He said as he charged at the ten possessed ponies in front of him.

While Knuckles was fighting the first ten of the possessed ponies Sonic and the others fought against the rest of the sixty possessed ponies.

"Alright I think it's time that I punch your possessed butts in. Said Shadow as he jumped up in the air.

"CHAOS SPEAR!!!!" He shouted then spear's of energy appeared and started to fall toward the possessed ponies and they made contact.

"Way to go Shadow now watch this." Said Sonic as he ran right at the other ten possessed ponies, then he started to go around in circles until a blue tornado formed and engulfed them and spun them around, and around until Sonic stopped and the tornado vanished and dropped the stunned ponies the Sonic ran up to them and mowed them down.

"Ha and that's how we do things around here." He said making Shadow roll his eyes.

Meanwhile Amy and Tails were cornered by the last twenty possessed ponies.

"Give up now, you can't escape from me." Said one of them in Mephiles' voice.

"We are not going to give up you insane hedgehog." Said Amy.

Just then a hammer appeared in Amy's hand and then she jumped in the air and with all her might she hit the ground with the hammer so hard that it made an earthquake. As the ponies were stunned Tails pulled out his cannon blaster and fired at them making the blast hit it's target.

"Nice job Tails." Said Amy.

"Thanks to you Amy."

Then they saw Knuckles having trouble with the last of the Mephiles possessed ponies.

"Oh no come on Amy, Knuckles needs our help." Said Tails.

Amy looked at her friend and nodded.

"Alright Tails let's go and help him."

And with that they set off to help Knuckles. The Mephiles possessed ponies walked toward Knuckles who was struggling to get up.

"HAHAHAHAHAHAHA!!!! Poor Knuckles it looks like your done now." Laugh the mare Mephiles pony.

But before they could finish off Knuckles, Tails and Amy appeared and knocked the possessed ponies off their hooves.

"Knuckles are you alright?" Asked Amy.

Knuckles got back to his feet and nodded.

"Yeah I'm ok but now it's time to end this fight." He said.

Then he put his metaled knuckles on the ground and started to dig under ground. Then before the possessed ponies could react Knuckles burst out of the hole and knocked out every last one of them out.

"Now that is how you get things done." He said hitting his knuckles together.

(song ends)

As Sonic and his friends looked around they saw that they won the battle against the Mephiles possesssed ponies. then Sonic looked up to the sky and shouted.

"Alright Mephiles you had your fun now release the ponies from your power and leave Equestria for good!"

But all Sonic and his friends heard was Mephiles laughing.

"HAHAHAHAHAHAHAHAHA you all think that this is over?! HA not by a long shot because tomorrow you all will have to face my top five minions in a fight and the first minion you will have to face will be waiting for you at a place called Carousel Boutique and if you can beat that minion there then the next minion you will have to face will be waiting to fight you at a place called Surgarcube Corner, then if you can beat that minion then the next minion you will have to face will be waiting for you at a place called Sweet Apple Acers, then if you can beat that minion then the next minion you will have to face will be waiting for you at a cottage just at the entrance of the forest called the everfree forest, then if you beat that minion then you will have to face my final minion at a place called Cloudsdale, and finally if you beat all of my minions then you get to face me and if you win then everypony will be freed from my power."

After that all of the possessed ponies disappeared.

"What are those places that Mephiles spoke of?" Asked Amy.

"We know." Said Spike and Nyx who came out from under the table of the library.

"Well then come on you two tell us." Said Tails.

"Well." Said Spike. "The Carousel Boutique belongs to Rarity, Surgarcube Corner is the home of Pinkie Pie, Sweet Apple Acers belongs to Applejack, The cottage near the everfree forest belongs to Fluttershy, and Cloudsdale is the home of......"

Spike was about to finished until Sonic interrupted him.

"Don't tell me Spike. Rainbow Dash?" He asked.

Spike just nodded that made Sonic turn pale.

"Um if I may ask who are these ponies?" Asked Knuckles.

"They're are the five of the six Elements of Harmony the ones we told you guys about." Said Shadow.

"That reminds me what about my mom?" Asked Nyx.

"She's probably being held captive with the princesses at the castle." Said Sonic.

"Oh Sonic what are we going to do?" Asked Amy.

"We are going to get a goodnights rest and then we are going to save the Elements of Harmony."

"Yeah let's do it." They all said together.

As they all went back in the library for a goodnights rest Sonic stopped and looked back up to the sky.

("Don't worry Rainbow I'm coming and I will free you from Mephiles' control.") He said to himself.

Then he turned again and went inside the library.

(Bowser's Theme from Mario 64 starts to play.)

Meanwhile back at the palace Mephiles was looking at the sun and noticed that it was not setting.

"Guard's come in here." He said.

Just then two unicorn guard's came in.

"Yes my Lord what do you request of us." Said one with a black mane and tail.

"Why is the sun not setting?" Mephiles asked.

"My Lord Celestia and Luna are the princesses of the day and night. If you want the sun to set and rise you will need Celestia and if you want the moon to rise and set you will need Luna." Said the other unicorn with a red mane and tail.

"Ah I see ok you two may leave me now."

"Yes my Lord." They said together.

As soon as they were gone Mephiles thought to himself.

("I guess I'll bring the princesses back from the dungeon and also I'll bring Twilight back as well so she can see her former friends kill Sonic, Shadow and their friends.")

With that he snapped his fingers and Celestia, Luna, and Twilight appeared at his feet.

"Uh what happened?" Asked Celestia.

"The last thing I remember is...."

Luna was about to answer her sister when chains appeared on their hooves and a magical aura surrounded their horns.

"Hey what is this?" Asked Celestia.

"SILENCE!!" Said Mephiles behind them.

"You." Said Luna.

"Yes me Princess."

"What do you want with us?" Luna Asked.

"It's very simple my dear."

"You see I would like to have my beauty sleep but I can't since the sun is still up so I was wondering if you princesses of the day and the night would be so kind is to set the sun and raise the moon so I can sleep."

Celestia and Luna looked outside and sure enough it was time for the sun to set and time for the moon to rise. But just as Celestia and Luna were getting ready to set the sun and raise the moon they noticed a black aura surrounding their horns.

"Uh what about this thing on our horns?" Celestia asked.

"Don't worry princess that magical aura does not affect your ability to raise or lower the moon it's just there so you and your sister don't escape." Said Mephiles as Celestia set the sun and Luna raised the moon.

Just then he saw Twilight starting to wake up.

"Oh it looks like Princess Twilight is starting to wake up." He said.

"Oh my head." Said Twilight as she struggled to get up.

Just then Mephiles snapped his fingers and Twilight vanished and reappeared in a magical cage.

"Hey what is this, let me out of here." Demanded Twilight.

"Sorry my dear but the only way you will be free is if Sonic and Shadow comes to stop me." Said Mephiles who approached the cage."

"Sonic and Shadow are here?" Asked Luna.

"Yes they are along with their friends as well." He said.

"What about my friends? Where are they?" Asked Twilight.

"They are alright they are just under my control." Said Mephiles.

"Wha....what?"

"Yes that's right my dear Twilight I turned them into my personal minions and they are getting ready to fight Sonic, Shadow and their friends tomorrow." He gloated as he started to leave to turn in for the night.

"YOU WONT GET AWAY WITH THIS MEPHILES!!!!" Shouted Celestia.

"Oh but I already have my dear Celestia and there's nothing you, your sister, and Twilight can do to stop me. HAHAHAHAHAHAHAHAHAHA!!!!"

And with that he disappeared into the night leaving the three princesses alone in the now dark throne room.

(Music ends.)

Shadow vs Rarifruit

Sonic and Shadow in Equestria 2 The Return of Mephiles The Dark
By Will Atkinson

Chapter 2

VS.

As Celestia's sun rose in Ponyville Sonic, Shadow and their friends work bright and early and ready to face off Mephiles and their pony friends but not on a empty stomach that is.

"Oh wow Spike that was the best plate of pancakes I have ever had in my life." Said Amy.

"Thanks Amy and that's why I'm Twilight's number one assistant."

"I see."

Then Tails looked around and saw that Sonic was gone.

"Uh say where's Sonic?" He asked.

"Oh I saw him heading outside he was feeling bad about something." Said Knuckles.

Then Nyx spoke up.

"Don't worry Tails I'll go and see what's the matter with him" Said Nyx.

As Nyx went outside she saw Sonic sitting on a bench behind the library.

"Hey Sonic what's the matter?"

"Huh oh hey Nyx I was just thinking."

"Thinking about what, auntie Rainbow Dash?"

When Nyx said that Sonic looked at Her wide eyed.

"Yes but how did you know?"

"Oh uncle Spike and mom told me."

Then Sonic looked back up to the sky.

"You know what Nyx? When I first came here two years ago, I never thought I was going to fall in love with a pony but then when Discord hurt Rainbow Dash my heart felt like it snapped in two."

Then Nyx hugged the crying hedgehog.

"You really do love her don't you Sonic?" She asked.

"Yes Nyx I do and that is why I'm going to do everything in my power to bring Rainbow back from the clutch's of
Mephiles The Dark."

Just then Sonic and Nyx heard a noise and saw Shadow and the others standing right beside the library hearing every word that they were saying.

"Sonic you never told me you where in love with a pony." Said Tails.

Suddenly tails got grabbed by Amy and then he was thrown across the ground to reveal a very angry Amy Rose with flames in her eyes.

"GRRRRRRRRRRRR SONIC YOU ARE IN LOVE WITH A PONY?!" She shouted.

"Wa...wait I can explain Amy."

Just then Sonic saw Amy's hammer in her right hand.

"YEIKES NO AMY WAIT!! PUT DOWN THAT HAMMER!!" Shouted Sonic as he ran away from Amy.

"HEY YOU GET BACK HERE SONIC, SONIC!!!!" She shouted chasing after him.

"Amy stop this, this is crazy." Said Knuckles.

"Geez what's her problem anyway?" Asked Spike.

"Oh Amy's upset with Sonic because she thinks no one deserves him then her that's just the way she is." Said Shadow.

As Sonic passed his friends again Nyx stepped in front of Amy.

"GET OUT OF MY WAY ALICORN!!" Amy shouted.

"No I wont Amy." Nyx said.

"So Sonic is in love with auntie Rainbow what's wrong with that?" She asked.

Amy looked at the young black alicorn and said.

"I'll tell you what's wrong with it, I should be the only one for Sonic not that pony or anyone else."

"Um actually she's a peguses and she's really fast like me so you can see why I have the hots for her Amy." Said Sonic.

"Oh shut it Sonic." She said wit flames coming out of her eyes.

"Ok that's it I have had it with your jealousy agents my auntie Rainbow Dash." Said Nyx.

As everybody, everypony, and dragon watched Nyx's eyes turned white and then black smoke swirled around her.

"Hey what's happening to Nyx?" Asked Tails.

"I don't know Tails this is the first time in almost two years I saw this happen to her." Said Spike.

"Wait you saw this happen to her before Spike?" Asked Sonic.

"Yeah I have but it was by a spell not by her own free will."

"So what's happening to her Spike?" Asked Knuckles.

"She is turning into a mare called Nightmare Moon."

"Uh Nightmare who?" Asked Tails.

Spike was about to explain but just then the smoke cleared and Sonic and the others saw that Nyx was now big her mane and tail was now a dark blue color with stars in them, her wings were now bigger, and her horn was longer.

"NOW YOU LISTEN HERE AMY ROSE!!" Shouted Nyx.

"YOU CAN'T FORCE SONIC TO LOVE YOU OR ANYPONY FOR THAT MATTER IT JUST DOESN'T WORK LIKE THAT NOW WE CAN STAY HERE AND ARGUE WITH EACH OTHER OR WE CAN GO AND SAVE MY AUNTIES, MY MOMMY, AND THE PRINCESSES FROM MEPHILES IT'S UP TO YOU!!!!"

Amy started to settle down and then she put her hammer away.

"Oh your right Nyx, alright let's go and save your aunties and your mommy." She said..

Just then Nyx's eyes went white again and then black smoke swirled around her again.

"N..n..n..now what's happening to her?" Asked Shadow.

"It looks like she is changing back to normal." Said Spike.

Sure enough when the smoke cleared Nyx was a filly again, her mane and tail were now back to their dark purple color, and her wings were also back to normal as well as her horn.

"Ok everypony let's go and save my aunties and my mommy from Mephiles." She said.

As they set off Sonic looked at Spike.

"After this Spike you have a lot of explaining to do about this filly."

(Bowser's theme from Mario 64 starts to play)

Meanwhile back at the castle Mephiles was walking to the throne room after waking up from his well deserved sleep when a Lunar guard came up to him.

"What is it guard?" Mephiles asked.

"Well my Lord our spies saw Sonic, Shadow and their friends heading to a place called the Carousel Boutique."

"So those insolent parasites are going to fight Rarifruit. Well I must tell her to prepare for company. Thank you for telling me guard you may leave now."

The guard bowed at his master and left.

At the throne room Celestia, Luna, and Twilight were thinking on how to escape when they heard the door open to reveal Mephiles.

"Well hello princesses did you all sleep well?" Asked Mephiles.

"We shall not say anything to you, you monster." Said Twilight.

"Oh I'm hurt Princess Twilight I only said did you all sleep well. Oh and I also would like to tell you three that Sonic, Shadow, and their friends are heading towards the Carousel Boutique."

After Mephiles said about Rarity's home Twilight's ears perked up.

"Why are they going there?" She asked.

Mephiles sat on Celestia's throne then he turned to Twilight.

"Well I'll show you my dear, Rarifruit report."

Just then black pinkish smoke filled the room and then from the smoke stood Rarifruit, Twilight couldn't believe what she was seeing.

"R....Rarity what has happened to you?" She asked.

In a demonic voice Rarifruit looked at Twilight and said.

"My name is not Rarity, my name is Rarifruit."

"What have you done to her Mephiles?" Asked Luna.

"Oh nothing much I just changed her personality a bit."

"So it is true you did corrupt the elements." Said Celestia.

"Yes that's right and now it's time for Rarifruit to go and destroy Sonic, Shadow, and his friends."

Just then he snapped his fingers and Rarifruit disappeared.

"Now with my powers we shall see Rarifruit in action."

Just then more smoke appeared and a image of Sonic, Shadow, and their friends appeared as well.

"Soon after Rarifruit gets done with those parasites I will rule all of Equestria." Said Mephiles.

Just then Twilight's eyes went wide as she saw Nyx and Spike with Sonic, Shadow, and their friends and in a soft voice she said.

"Oh Sonic please take good care of Spike and my daughter and don't let anything happen to them."

(Music ends)

Back in Ponyville Sonic, Shadow and their friends arrived at the Carousel Boutique.

"So this is the Carousel Boutique?" Asked Shadow.

"Yup this is the place alright and where we have to fight Rarity." Said Spike.

"So how long have you had your eyes set on Rarity Spike?" Asked Sonic with a smirk on his face.

"What? I have no idea what your talking about Sonic." He said with a blush on his face

Just then Nyx chimed in.

"I know the answer to that question uncle Spike had a crush on auntie Rarity when he and mom first came to Ponyville."

"Nyx stop your embarrassing me." Said Spike.

"So you have a crush on Rarity huh Spike?" Asked Shadow.

"Yes I do." Said Spike as his cheeks turned into a deeper shade of red.

"Ok if we are done here talking about Spike's love life let's go in and save this Rarity." Said Amy.

"Amy's right let's go." Said Tails.

"Ok gang get ready for who knows what is waiting for us in there." Said Shadow.

As the gang went inside the Carousel Boutique they found the place empty like no pony ever lived in it. Just then they heard a demonic voice in the darkness.

(Bowser's theme from Paper Mario starts to play.)

"HAHAHAHA!!!! Well, well, well what do we have here?"

Sonic, Shadow, and the others looked around for the owner of the voice but couldn't find anypony.

"Alright who ever you are you better show yourself now." Said Knuckles

"Well since you asked so nicely I be happy to show myself."

Just then black and pinkish smoke started to come out of the floor and out from the smoke appeared Rarifruit.

"R....Rarity is that you?" Asked Spike.

Rarifruit laughed.

"Ha I'm not Rarity the name is Rarifruit and I'm one of the elements of insanity HAHAHAHAHA!!!!"

"Well who ever you are we command you that you release Rarity right now." Said Sonic.

"Well if you want this Rarity back you will have to beat me in a battle."

Just then Shadow stepped forward.

"Alright if it's a battle you want, it's a battle your going to get."

"Shadow please be careful she might be evil but she is still my aunt." said Nyx.

Shadow melt down and patted Nyx on the head.

"Don't worry Nyx I will bring Rarity back you'll see."

"If your done talking to that brat I have a battle to win." Said Rarifruit.

"Very well I'm ready for you, you Rarity imposter." Said Shadow.

"Then let our little battle begin Shadow The Hedgehog but first you have to face off agents these three."

Just then she lit up her horn and then three dog appeared.

(Music ends and Koopa Bros. Theme from Paper Mario Starts to play)

"Well, well, well." said the oldest dog.

"look what we have here boys."

"Oh no it's the diamond dogs." Said Spike.

"Hey look boss it's that little dragon again." Said the little diamond dog.

"Yeah and it looks like he has some new friends." Said the biggest diamond dog.

Sonic and the others all looked at Spike.

"Spike? Do you know these three dogs?" Asked Amy.

Spike clinched his claws and said in an stern voice.

"Yeah I know them. They are called the diamond dogs before Sonic or Shadow came to Equestria the first time me and Rarity were out gem hutting with her. Just then as we finished they came out of nowhere and kidnapped her but thanks to me and the rest of the girls saved her."

"Yea but thanks to this Mephiles guy all we have to do is to destroy you all and we can have all of the gems we want." Said the oldest diamond dog.

Just then the three diamond dogs heard Shadow laughing.

"Hey what's so funny?" The biggest diamond dog said.

"Ha oh nothing it's just that you three dogs are about to face the ultimate life form Shadow The Hedgehog." Shadow said as he rushed at the three diamond dogs.

(Music ends and Koopa Bros. Battle theme starts to play.)

As Shadow charged at the diamond dog he then jumped up in the air and said.

"CHAOS SPEAR!!!!"

As the spear of energy appeared and hit the diamond dogs they shouted.

"OW, OW HEY STOP THAT YOU MISSRABLE HEADHEGHOG!!!!"

"Alright boys I think it's time to show this hedgehog that you don't mess with the diamond dogs." Said the oldest diamond dog.

As the three rushed at Shadow he vanished.

"Hey where did he go?" Asked the small diamond dog.

"Hey you two brainless monkeys look above you." Shouted Rarifruit

As the three diamond dogs looked up Shadow plunged his fist to the ground knocking out the diamond dogs with ease.

"Well that was easy enough." Said Shadow

Then he walked up to them and kicked them so hard that they went flying out of the Boutique but not until they made a big hole in the ceiling. When Rarifruit saw the dogs go flying out of the building she face hoofed and said.

"Hugh never send a dog to do a pony monster's job."

After sending the dogs flying out of the building Shadow turned and faced Rarifruit.

"Now Rarifruit it's just you and me now."

(Music ends and Evil Rarity's theme starts to play)

"Once I beat you Rarifruit I will free Rarity from your control." Said Shadow.

Rarifruit laughed.

"Ha I doubt that hedgehog because when I get through with you I will destroy the others."

Shadow then narrowed his eyes.

"Alright that's it I have had enough."

Just then he jumped up and made his first attack.

"Take this you imposter, CHAOS SPEAR!!!!"

As Shadow said those words spears of light appeared and headed toward Rarifruit but she used her magic to make the spears of light disappear.

"What the? How did she do that?" Asked Spike.

"It looks like Mephiles made our friends more powerful than the other ponies." Said Sonic.

"Alright Rarifruit try to dodge this."

As soon as Shadow said this he started to rush at Rarifruit with his hands in a shape of a fist with flames around them.

"Alright Rarifruit here comes an attack that is new to you and to my friends. So ready or not cause here it comes my new attack the CHAOS FIRE FIST."

After he said that he rushed at Rarifruit but before Shadow hit her he jumped up in to the air again and said.

"CHAOS FIRE FIST!!!!"

As soon as he said those words the flames around his hands burst out and headed toward Rarifruit and made contact.

"Wow what power." Said Nyx.

"You ain't kidding Nyx that was something." Said Spike.

But then as the smoke cleared Rarifruit was standing there with no scratch on her.

"But how?" Asked Shadow.

"HAHAHAHA is that it?" Asked Rarifruit.

"No it isn't you monster."

Suddenly Shadow's eyes started to turn red and then he started to power up. As the others watched they noticed Shadow's eyes turning red.

"Oh no Shadow not that." Said Sonic.

"Wha....What's happening to him? Asked Nyx.

Just then Shadow's rings on his wrist vanished and then his fur turned red.

"Oh great his turning into his dark form." Said Knuckles.

"You shall not beat me I am the ultimate life form SHADOW THE HEDGEHOG!!!!"

"Shadow stop this your going to kill her." Said Tails.

But it was too late Shadow grabbed Rarifruit by the throat and used his most powerful attack.

"Now take this you monster, CHAOS BLAST!!!!"

As soon as he said that a blast of pure energy shot out of Shadow and blinded everypony in the room. As soon as the blinding light of energy dimmed Sonic and the others saw Shadow panting heavily.

"Hey Shadow are you ok?" Asked Sonic.

"Ye....yeah I'm ok Sonic but I think I've beaten her."

But then they saw a horrified site Rarifruit was standing right in front of Shadow.

"What the? But that's impossible I thought Shadow had finished her off." Said Knuckles.

Suddenly Rarifruit powered up her horn and then lifted Shadow off the ground.

"Hey put Mr. Shadow down you big meanie." Said Nyx.

"Ha as you wish my dear." Rarifruit said.

And with that she threw Shadow across the room and then he hit a near by wall.

"Oh no Shadow." Said Sonic.

"Sonic what are we going to do?" Asked Tails.

Sonic looked at his friend and just shook his head.

"I don't know and we can't use our supper forms because Rarity is in there."

Just then Nyx saw Spike heading towards Rarifruit.

"What the? Spike get back here. What are you doing?"

But Spike didn't say anything he just continued to approach Rarifruit.

"That has got to be the bravest little dragon I have ever seen." Said Amy.

"Yes I have to agree with you Amy." Said Knuckles.

When Spike was eye to eye with Rarifruit she laughed.

"HAHAHAHAHAHAHA!!!! What's this now they're sending a baby dragon to stop me now?"

"I'm not a baby anymore Rarity I'm a grown up now." Said Spike.

"Stop calling me Rarity I'm Rarifruit a minion to King Mephiles."

"Rarity come back to us you have to fight this monster inside of you from controlling your mind."

"Enough of this it's time to say goodbye little dragon, once I plunge my horn into you I will not have to listen to you talking about me being Rarity."

Just then Spike smiled and closed his eyes.

"Very well if you are truly gone Rarity then kill me."

When Spike said this Nyx's eyes went wide.

"Spike no."

"Very well little dragon say goodbye." Said Rarifruit as she charged toward Spike.

But before she could plunge her horn into Spike she stopped which made Spike open his eyes just a bit.

"Hey guys Rarifruit stopped." Said Shadow.

"Yeah but why?" Asked Nyx.

"I know why it's Rarity." Said Sonic.

"N....no it, it can't be." Said Rarifruit.

Just then they heard Rarity's voice coming from Rarifruit.

"Sp....Spike, N....Nyx h....help m....me."

"Auntie Rarity is that you?" Asked Nyx.

But then Rarifruit's voice was heard again.

"No I'm not Rarity it's Rarifruit, Rarifruit get it though your little heads."

"Your name might be Rarifruit but the body you're in belongs to Rarity." Said Spike.

Then Spike slowly started to walk up to her and then when he was nose to nose to her and then he kissed her. As Spike kissed Rarifruit she started to glow pink.

Wha....what's happening to me?" Rarifruit asked.

Just then black and pinkish smoke came out of her mouth.

"Hey guys look Rarity's back." Said Amy.

"Yeah but look up Rarifruit's spirit is still alive." Said Knuckles.

Sure enough they saw the remains of Rarifruit's spirit up in the air.

"Don't worry guys I got this." Said Shadow when he got up from his contact with the wall.

Just then his hands started to glow red and then he jumped in the air and shouted.

"CHAOS FIRE FIST!!"

Then flames around his hands burst out and headed toward Rarifruit's spirit and made contact and as the smoke cleared there was no sign of Rarifruit's spirit it was gone.

(Music Ends)

"Alight Rarifruit's spirit is gone and my auntie Rarity is back to normal." Said Nyx.

"Yeah way to go Shadow." Said Amy.

"Thanks Amy but it wasn't me it was Spike who did it." Said Shadow.

Then they saw Spike and Rarity coming towards them.

"Auntie Rarity." Nyx said as she was running up to her with tears in her eyes.

"Oh auntie Rarity I thought I would never see you again."

"Shhhh it's ok Nyx don't cry."

Then Rarity looked up to see Shadow, Sonic and their friends.

"It's good to see again Rarity." Said Shadow.

"And it's good too see you and Sonic again too."

"Oh and who are you three?" Rarity asked.

Sonic and Shadow's friends smiled and said.

"My name is Tails the fox."

"My name is Amy Rose."

"And my name is Knuckles the Echidna."

Rarity smiled at the three and said.

"It's nice to meet you all my name is Rarity."

Just then Rarity collapsed on the floor.

"Oh no Rarity." Said Nyx and Spike together.

"What's wrong with her?" Asked Amy.

Then Knuckles stepped forward and checked her.

"She'll be alright she's just tired that fight took a lot out of her."

"Well come on guys we better get her to the library so she can rest." Said Sonic.

(Bowser's theme from Mario 64 starts to play)

Meanwhile back at the castle Mephiles, Twilight, Celestia, and Luna watched the battle between Shadow and Rarifruit end.

"NO IT CAN'T BE HOW DID THAT GOOD FOR NOTHING DRAGON BREAK MY CURSE OVER THAT UNICORN?!!" Asked Mephiles.

Twilight looked at Mephiles and said.

"Ha you just don't get it do you Mephiles?"

Just then Mephiles turned to Twilight.

"What do you mean by that princess?"

"I mean the reason for your curse to be broken was by love."

"What do you....."

Then it dawn on him.

"Wait are you telling me that, that dragon loves that mare?"

Twilight smirked at Mephiles.

"That dragon is my number one assistant and yes he does love her."

"Well that dragon along with Shadow might have won against Rarifruit but they along with the others are not going to beat my next minion. Pinkie's Cupcake report now."

Just then some smoke came out from the ground and out from the smoke stood Pinkie's Cupcake.

"Oh no PINKIE!!!!" Shouted Twilight.

Pinkie's Cupcake looked up to Twilight and laughed in her demonic voice.

"Pinkie? I'm Pinkie's Cupcake."

"After seeing Pinkie Pie like this Celestia and Luna were shocked.

"Oh Mephiles what have you done to her?" Asked Celestia.

"Oh nothing much I just changed her happiness and transformed it into insanity HAHAHAHAHAHAHA!!!!" laughed Mephiles.

"So you have changed all of the barrier's of the element's into your personal slaves?" Asked Luna.

Mephiles looked at the princess of the night.

"That's right my dear well except Princess Twilight here."

Then he turned back to Pinkie's Cupcake.

"Now then Pinkie's Cupcake I want you to go to Surgarcube Corner and wait for Sonic, Shadow, and their friends and once they get there you can do what ever you want with them.

Pinkie's Cupcake smiled.

"Good I'm looking forward to make some hedgehog cupcakes HAHAHAHAHAHAHA!!!!"

"That's my good Element of insanity pony." Smiled Mephiles.

"Now go."

As soon as he said these wards Pinkie's Cupcake vanish into a puff of reddish pink smoke.

"Well I guess it's time that I turn in for the night I'll see you tomorrow princesses."

And with that Mephiles vanished.

(music ends)

Back at the library Sonic, Shadow and the gang looked at the sleeping unicorn and the sleeping dragon sleeping right next to her.

"Man I can't believe that Mephiles would stoop to such a level that we have to face our friends." Said Sonic.

"Yeah me too Sonic but don't worry we will get the others back." Said Shadow.

Then Nyx walked up to Sonic and said.

"Hey Mr. Sonic?"

"Yes Nyx what is it?"

"Will auntie Rarity be ok?"

Sonic smiled at the black alicorn and said.

"Of course she will Nyx that evil sprit just drained her of some of her energy she will be just fine after a goodnights rest."

Nyx smiled and went upstairs for a goodnights rest.

"Well we should turn in as well." Said Amy.

"Yeah we should for we have to fight another one of our friends." Said Shadow.

As Knuckles, Shadow, Tails, and Amy went upstairs Sonic stayed and continued to look at Spike sleeping right next to Rarity.

"Don't worry Rainbow when we face each other I will free you from Mephiles' control just like Spike freed Rarity."

With that Sonic went upstairs and went to sleep.

Author's Note

I hope you enjoyed this chapter now the next chapter will have gore in it so be careful in watching it

Amy vs. Pinkis Cupcake

Sonic and Shadow in Equestria 2 The Return of Mephiles The Dark
By: Will Atkinson

Chapter 2

vs.

Celestia's sun had risen over Equestria for the start of a new day but for Sonic, Shadow and their friends it was the day to fight another one of the bearers of the elements of harmony and one of their friends. Spike the little baby dragon noticed that Rarity was not in the room with him as he woke up so he decided to go and find her. As he went down stairs he saw the others were eating.

"Hey Spike how are you?" Asked Tails.

"I'm doing fine Tails thanks. Hey uh have you all seen Rarity anywhere?" Asked the young dragon.

"I saw her going outside a little while ago." Said Amy.

Hearing this the young dragon decided to go and see her.

"Thanks Amy."

And with that Spike set off outside to see his friend. Rarity was outside looking up at the sky thinking of what had happened to her.

"Oh that Mephiles the Dark making me a, a, a monster to hurt my friends including my niece Nyx."

Just then she heard a voice behind her.

"Rarity are you ok?"

Rarity turned around and saw Spike coming toward her.

"Oh Spike it's you."

Spike looked at Rarity and noticed that she had been crying.

"Rarity are you ok?" He asked.

"No Spike I'm not ok."

"Why? Is it because of that bad hedgehog?"

"Well actually that's half of it Spike."

"Really? Then what's the other half."

Rarity gulped.

"I'm sorry Spike but I have been leading you on for too long."

Now Spike was more confused then ever.

"Leading me on? What are you talking about Rarity?'

Just then Rarity started to cry again and hugged the young dragon.

"Oh Spike please forgive me for doing this to you but you see the truth is I knew you had a crush on me, but you see I just don't love you like that, and I hope you understand." She said as she let go of Spike.

After hearing this Spike looked at her and said.

"So what you're saying is that no matter what I would've done I never had a chance with you?"

Rarity slowly nodded and sadly said.

"Yes Spike. But I hope we could still be friends?"

After hearing that Spike looked into the blue eyes of Rarity and smiled.

"I would like that very much Rarity."

Just then the sky went dark and black smoke started to rise off in the distance. As Spike and Rarity looked on the smoke started to change into a face.

"SONIC, SHADOW GET OUT HERE QUICK!!" Shouted Rarity.

As soon as she said that Sonic, Shadow, and the others all came out of the library and looked at the smoke in shock.

"Oh no it's him, it's Mephiles." Said Sonic

(Bower's Castle theme from Super Mario World starts to play)

Just as soon as he said that the face in the smoke changed into the face of Mephiles the Dark.

"Why hello Sonic and friends long time no see. HAHAHAHAHA!!!!"

Sonic and the others all looked at the head of Memphis with anger in their eyes.

"What do you want Mephiles?" Asked Shadow.

"Oh nothing I just want to see how my old friends are doing."

"Ha we are not your friends Mephiles." Sonic said with a scowl on his face.

Just then Nyx flew right at Mephiles' face.

"Nyx What in the world of Equestria are you doing?" Asked Spike.

But Nyx didn't hear Spike and just stood there glaring at Mephiles and then said.

"Now you listen here you no excuse of a hedgehog you let my momma and the princesses go now or you'll be sorry."

Mephiles just stared at Nyx for a while and then he said.

"Oh really and who are you to make me?"

"My name is Nyx buster and I'll...."

But before she could finish Mephiles interrupted her.

"Hold on did you just say that your name is Nyx?" He asked.

"Um y....yes." Nyx said nervously.

"HA so your Nyx the mare I've....?"

"Just save it and tell me what have you done to my mommy and the princesses?"

Mephiles laughed.

"They're here with me."

Just then another cloud of smoke appeared right next to him and it slowly revealed Twilight in her cage and the princesses with collars around their necks. Nyx looked at the image before her with shock.

"MOMMY, CELESTIA, LUNA!!!!" She shouted.

Just then Sonic stepped forward and said.

"You let the princesses go right now Mephiles."

"Oh I will but first you'll have to defeat my minions and then me." Mephiles said with a sly grin on his face.

"Oh and speaking of my minions I would like you to meet your next opponent Pinkis Cupcake."

Just then the images of the princesses vanished and appeared an image of a pony that looked like Pinkie Pie. Seeing the horrifying image of Pinkie Pie made Sonic and the others sick to their stomachs and made Nyx hide behind Rarity.

"Why you horrid hedgehog what have you done to her?" Asked Rarity with anger in her eyes.

Mephiles just looked at Rarity and laughed.

"Oh don't worry about her I just changed her happiness into insanity."

"Your, you're insane." Said Amy.

"Oh no my dear I'm not insane, I'm just evil. HAHAHAHAHAHA SEE YA LATER!!!!"

With that Mephiles vanished leaving Sonic and the others with angry looks on their faces.

(Music ends)

"Oh that Mephiles really makes my blood boil." Said Knuckles as he hit his fists together.

Just then Tails turned to Sonic.

"So Sonic what should we do now?"

Sonic looked at his friend and said.

"Well Tails I think that we should keep on playing his little game and see what happens."

"Sonic is right now we better get going to the next stage and that's where Pinkie Pie is and that's Surgarcube Corner." Said Shadow.

"Well what are we waiting for? Let's go and save auntie Pinkie Pie." Said Nyx.

"Alright gang let's go." Said Knuckles.

With that they set off to Surgarcube Corner to free Pinkie Pie from Mephiles' control. But unknown to them from Celestia's Castle in the throne room Mephiles the Dark with Princess Celestia, Princess Luna, and Princess Twilight still his prisoners were watching them from smoky image that he made to see what would happen next. It wasn't long when Sonic, Shadow and their friends came to a house that looked like a cupcake.

"So this is Surgarcube Corner?" Asked Amy.

"Yes Amy this is the home of our friend Pinkie Pie." Said Spike.

"Alright guys remember Pinkie Pie is not Pinkie Pie anymore so we need to try to get her back." Said Shadow.

"And I'm just the hedgehog to do so." Said Amy.

Sonic and the others looked at the pink hedgehog with worry looks .

"Amy are you sure you want to do this?" Asked Tails.

Amy looked at Tails and said.

"Yes Tails I'm sure, if anyone is to bring back this Pinkie Pie I'm just the hedgehog to do so."

Everybody and everypony looked at each other and then nodded at Amy.

"Alright then if we are done here let's go and save Pinkie Pie."

So without another word Sonic put a hand on the door knob and opened it. When the door opened it was very dark in the house and everyone and everypony were kind of scared.

"Oh dear I don't like this, I don't like this at all." Said Nyx.

Rarity looked at Nyx and with a soft voice said.

"Don't worry Nyx everything will be ok I promise."

Nyx looked up at the white unicorn and smiled.

"Thanks Rarity."

Just then Sonic shouted.

"OK PINKIS CUPCAKE WE"RE HERE TO FREE PINKIE PIE FROM YOUR CONTROL SO SHOW YOURSELF RIGHT NOW!!!!"

No sooner has he said that than a big reddish pink smoke raised out of the ground and out from the smoke appeared Pinkis Cupcake.

(Welcome to Crocodile Isle from Donkey Kong Country 2 starts to play.)

"HAHAHAHA!!!! Well, well, well if it isn't my former friends, how you doing?" Pinkis Cupcake hissed.

"You are not our friend Pinkie Pie you monster." Said Shadow.

"Your right I'm not that crazy party pony Pinkie Pie, but I can assure you that I'm better than she is. Now if we are done I am hungry and I would love to have some hedgehog, dragon, and pony cupcakes." Pinkis Cupcake said with a crazy grin.

After she said this everybody and everypony looked at her with disgust.

"There is no way that I'm going to be a cupcake." Said Rarity as she was turning green.

Nyx went up to Sonic and held on tight to his leg and said.

"Mr. Sonic I don't want to be turned into a cupcake."

Sonic looked down at the scared young alicorn and said.

"Don't you worry Nyx we will not let that happen to you."

Just then they heard Pinkis cupcake laughing.

"Hey what's so funny?" Asked Knuckles.

"Oh nothing I'm just laughing at that young alicorn there. I'm sorry but you are going to be a cupcake just like my other victims."

As soon as she said this Talis was getting nervous.

"Uh other victims?" He asked.

"Why yes, you see fox boy after I make my cupcakes I use their remains as party favors, like this."

With that she stamped her hooves down on the ground and as if by magic the lights of Surgarcube Corner came on and what they saw made them sick to their stomachs. There were pony parts everywhere blood all over the floor it was the most horrible site that they had ever seen.

"You, you are really sick lady." Said Shadow who was on the verge of throwing up.

When he said that Pinkis Cupcake shook his head.

"AWWWW you don't like my place that I made here?" She asked making a fake sad face.

"No we don't in fact we don't like it at all." Amy said as she walked towards the insane pony.

"Now are you going to fight or not? She asked revealing her hammer ready to strike at the pony.

Pinkis Cupcake just looked at the pink hedgehog for a minute and then she laughed.

"HAHAHAHAHA!!!! You fight me? Oh that's a laugh."

Just then Amy looked at the insane pony with rage in her eyes and then she hit the ground with her hammer with a loud thump that shook the place all around Amy and Pinkis Cupcake.

"Now you listen here you insane pony you have made us sick with your decorations here, threaten us on making us into cupcakes, and now you're saying you don't want to fight a girl when you're a girl yourself or are you just chicken to fight me?"

"A chicken am I now? Well then let's see how you like it when I turn you into a cupcake first pink hedgehog."

With that Pinkis Cupcake took a knife from a near by table and then she charged at Amy with the knife in her mouth.

(Music ends and King K. Rool theme from Donkey Kong Country 2 starts to play)

As Pinkis Cupcake charged at Amy, she quickly dodged out of the way from her and almost got impaled by the knife that Pinkis Cupcake had in her mouth.

"Amy be carful she means business." Said Tails.

"I know Talis, I know." Said Amy as she continued to eye the insane former party pony.

Just then Pinkis Cupcake got up and put the knife back in her mouth.

"Why don't you just sand still? I mean it will only hurt for a second pink hedgehog."

Amy just glared at Pinkis Cupcake and said.

"No way you insane pony, if you think that I'm going to stand still, let you kill me, and turn me into a cupcake you've got another thing coming."

This made Pinkis Cupcake mad.

"Ok then prepare yourself to die."

With that Pinkis Cupcake started charging again towards Amy. She could dodge it from this distance though; she jumped out of the way, avoiding Pinkis Cupcake again.

“GAH” She cried out as a searing pain sailed across her right leg. She stumbled away as she looked at Pinkis Cupcake, who was giggling, blood dripping from the end of the butcher’s knife. Pinkis Cupcake had tilted her head and changed her direction when she had dodged. The knife had cut deeply into her leg; she could feel the blood trickling down her leg. Just then with a playful hoof stomp, Pinkis Cupcake broke into another charge straight for her. She mustered all her strength to jump away again.

“GAAAAH” Amy let out another painful cry as a gash cut down on her other leg, causing her to trip and collapse on the ground and made her hammer out of arms reach. Her leg twitched in pain as the gash reached diagonally down half her leg. She was severely bleeding now; and Pinkis Cupcake was able to maneuver too well for her to dodge. The attacks had all but immobilized her movement now.

"AMY!!!!" Cried Nyx as she rushed to her aid but was stopped by Shadow.

"Let me go Shadow, Amy needs help." She cried as she tried to get free from shadows grasp.

"No Nyx, if you try to interfere there's a good chance that Pinkis Cupcake will kill you too."

Just then Pinkis Cupcake slowly walked towards Amy and said.

“You know I give you an A for the effort, but a C for the execution. That gives you a good round B!” Pinkis Cupcake cheered happily for her.

“I do hope you won’t completely give up once you lose your legs though! I know it’ll be tough, but keep on fighting!” The twisted words sounded so cheerful it sickened Amy in the stomach so much that she wanted to throw up.

She turned her head to watch Pinkis Cupcake put the knife back in her mouth. She had come up to her from behind and was raising her head now. She was going to bring the knife down, bring down right into her leg. Nyx couldn't watch this any more, she closed her eyes and vanished out of Shadow's arms.

"Hey what happen to Nyx?" Asked Talis.

"I don't know, I had her in my arms." Said Shadow.

As Pinkis Cupcake Charged at Amy there was a bright light that made her close her eyes, as the light dimed she opened her eyes to see Nyx standing right in front of Amy.

"You leave Amy alone right now you monster." Nyx said as she glared at Pinkis Cupcake.

Pinkis Cupcake just looked at the young alicorn and said.

"Very well I'll kill you first."

As Pinkis Cupcake charged at her Nyx powered up her horn and blasted Pinkis Cupcake off her hooves then she hit a wall twelve feet away.

"Wow now that is what I call a powerful energy blast." Said Sonic.

"Yeah no kidding." Said Knuckles.

"Oh no, Pinkis Cupcake is getting back up." Said Rarity.

As everyone and everypony looked at where Rarity was pointing at Pinkis Cupcake started to get back up, but when she did she started to feel strange.

"Wha....what's happing to me?" She asked.

Just then before she could say anything else she disappeared in a shade of pink light.

"Wha....what's going on now?" Asked Knuckles.

Just as he said that the pink light dimmed and their was Pinkie Pie back to her old self and floating above her was a pinkish black smoke witch was Pinkis Cupcake.

"It looks like Pinkie is back to her old self but we still have Pinkis' spirit to deal with." Said Sonic as he looked at the pinkish black smoke still floating above Pinkie Pie.

"Don't worry I'll take care of her, just like I took care of Rarifruit." Said Shadow as he jumped in the air and shouted.

"CHAOS FLAME FIST!!!!"

When Shadow said those wards flames appeared around his fist and shot out and hit Pinkis Cupcake's spirit and then she vanished.

(Music ends.)

As Pinkis Cupcake spirit vanished Pinkie Pie started to wake up.

"Oh my head what, what happen to me.?" She asked weakly.

Just then she saw a black alicorn smiling down at her.

"Oh hey Nyxie." Said Pinkie.

"Hey auntie Pinkie, how are you feeling?" Asked Nyx.

The pink pony tried to get up but thanks to the lack of energy that Pinkis Cupcake took from her she collapsed again.

"Well it looks like I'm not doing well as a mater of fact I think I should rest."

With that Pinkie Pie closed her eyes and started to snore.

"Hey Nyx? Will she be alright?" Asked Tails.

Nyx looked at the yellow fox and smiled.

"Yes Tails, I'm sure that she will be alright, because you don't know Pinkie Pie like me, Spike, Rarity do. But now I think we should focus on Amy's injuries." She said as she walked toward the injured pink hedgehog.

Amy was being looked over by Knuckles when Nyx walked up.

"Hey Knuckles is Amy going to alright?" She asked.

Knuckles looked at the black alicorn and smiled.

"Yes Nyx she will be just fine."

As soon as he said this then a green orb of light came out of Knuckles hands and started to appear around Amy's legs. Then in no time at all Amy's legs where good as new.

"Hey Amy are you ok?" Asked Sonic.

Amy looked at the blue hedgehog and nodded, then she looked at the unconscious pink pony.

"How's Pinkie Pie? Is she alright?" She asked.

"Don't worry Amy she's just fine." Nyx said with a smile.

Just then Spike spoke up.

"Come on guys I think it's time to get out of this slaughter...."

He stopped what he was going to say and then said.

"Hey what happen to all of the pony parts and blood?" He asked dumb founded.

As soon as he said this everybody and everypony looked around, sure enough the room that was covered in pony parts and blood all over the place was gone.

"But how?" Tails asked still shocked about this whole thing until Shadow spoke up.

"I think I know why? It must have been an allusion." He said.

"You mean somepony put this house under a spell?" Asked Rarity.

"Yes and I think that somepony uh I mean somebody would be Mephiles." Shadow said clinching his fist.

Just then Spike spoke up again.

"Well anyway lets go back to the library and have Pinkie Pie recover from her ordeal."

"Spikes right guys come on lets go." Said Sonic.

With that Sonic picked up the pink pony and then they set off back to the library.

(Bowser theme from Super Mario 64 starts to play.)

"No, no, no, not again those metaling fools have beaten Pinkis Cupcake." Said Mephiles as he blasted a hole in the wall of the throne room.

"Ha it looks like your not doing so well with your elements of insanity Mephiles." Twilight said.

After hearing this Mephiles glared at the alicorn and said.

"Now you listen to me Princess Sparkle I will have my revenge and when I do you and the other princesses will be my slaves."

This made Twilight sick to her stomach and then she spit in the face of Mephiles. After that he longed at the cage and grabbed Twilight by the throat with his magic, in his right hand.

"Mephiles you let Twilight go right now." Celestia said struggling with the collar that hold her and her sister.

Just then he turned and with his other hand he snapped his fingers and then electricity flowed though the collars electrocuting Celestia and Luna.

"Now where was I before I was so rudely interrupted?" He asked, then he turned to Twilight.

"Oh yeah now I remember. Now you listen here Princess Sparkle you, Celestia, and Luna will have no choice to be my slaves once my next element of insanity pony finishes off Sonic, Shadow, and their friends along with your daughter and your three fiends." Mephiles said letting go of Twilight's neck."

"Who....who is....the next.....next insanity pony?" Twilight asked gasping for breath.

"Well 'll show you and your fellow princesses." He said as he shouted.

"APPLEPILLS COME FORTH!!!!"

As soon as Mephiles said those words bouncing with a crazy grin on her muzzle towards him was Applepills.

"HEHE yes master? What can I do you for? Pills." She said in her insane demonic voice.

"Princess Twilight Sparkle meet your former friend Applejack or should I say Applepills." Said Mephiles.

Twilight along with Celestia and Luna who just recovered from being electrocuted looked at Applepills in shock until Luna broke the silence.

"Uh Applepills?" She asked.

"Heh that's my name don't you wear it out." Said Applepills.

Then Luna started to laugh.

"HAHAHAHAHAHAHAHAHA!!!! Applepills?! OH WHA.....WHAT KIND OF A DUMB NAME IS APPLEPILLS?! OH MAN THAT'S RICH HAHAHAHAHAHAHAHAHA!!!!"

She laughed and laughed until Melphiles spoke up.

"Her name might sound stupid but behold of what she can do."

With that he nodded his head and then Applepills started to glow, her eyes started to go to the back of her head, and then pink smoke came out of her mouth and started to manifest into her with claws as hooves and with sharp teeth like that of a vampires. Mephiles looked at the three princesses and smiled.

"You like it? He asked.

"Wha....what kind of monstrosity is this Mephiles?" Asked Celestia.

"Now I know she may not look that scary but check out her power."

As soon as he said that the pink smoke image of Applepills' mouth opened and then fire erupted out of her and burned a hole into the palace wall. After that the smoke image of Applepills went back into her body.

"That was good Applepills now go and get ready for tomorrow when you have to fight Sonic, Shadow and his friends." Said Mephiles with a smile on his face.

With that Applepills bowed and then bounced out of the throne room, and then Mephiles left the room as well leaving the princesses in shock and lost for words of what they had just seen from the former element of honesty.

(Music ends)

Meanwhile back at the library Shadow just put Pinkie pie in Twilight's bed and then he headed downstairs where the others were waiting.

"Well two elements of insanity down." Said Sonic.

"And three more to go." Yawned Rarity.

"Yeah and after all of this is done we can be able to get to the castle and defeat Melphiles once and for all." Said Amy as she laid down and started to fall asleep.

Then in no time at all everyone and everypony were fast asleep all except for Sonic and Shadow.

"How's Pinkie doing Shadow?" Asked Sonic.

"She's resting comfortably." He said, and then he started out of the library.

"Hey Shadow where are you going?" Sonic asked.

Shadow, looked at Sonic, and said.

"Oh I'm just going to sleep outside tonight Sonic."

"What for, Shadow?"

"It's none of your business Sonic now please leave me alone."

With that Shadow stormed off out of the library leaving Sonic lost for words.

"Ugh that Sonic I don't know why I asked him if I could be his friend."

Shadow then found a tree that looked good for him to sleep under so he sat down and relaxed underneath it. Then he pulled a picture out of his fur that had a human girl in it.

"Oh Maria how I missed those days when we were together on the Space Colony ARK and then you got killed by those army soldiers. I souldn't feel so alone since I have friends but now I don't know why but some how Pinkie Pie just some how reminds me of you."

Then Shadow took a deep breath, put the picture of Maria back in his fur, and finally laid down on the ground underneath the tree and said.

"Goodnight Maria I miss you and I love you."

With those final words he fell fast asleep with a little smile on his face.

Author's Note

I hope you enjoyed chapter 3 of my Sonic and Shadow in Equestria 2 and stay tuned for chapter 4 where Knuckles will face off against Applepills and the fight will have a Mario and Luigi super saga final boss battle theme in it oh and Shadow's past is about to catch up to him.

Knuckles vs Applepills

Sonic and Shadow in Equestria 2 the return of Mephiles The Dark
By: Will Atkinson

Chapter 4

VS.

Shadow woke up and found himself on the Space Colony ARK.

"What the? Why am I on the Space Colony ARK?" Shadow asked himself.

Just then an alarm sounded and then a human girl came in the room where Shadow was.
"Shadow come quick some people have broke into the ARK." She said.

Shadow was looking at her in disbelief, the human girl was Maria, the girl who died on the ARK all those years ago. Shadow was just about to say something until they heard someone shouting.

"HEY YOU THERE STOP!!!!"

As Shadow peered out the door he saw a human man in a swat suit running towards them. Just then Maria grabbed Shadow by the hand and then they started running.

"HEY YOU TWO GET BACK HERE!!!!" Shouted the man as he ran after them.

"Hurry Shadow he's gaining on us." Maria said.

Shadow was stunned of what he was seeing, this had to be a dream, a vision, or something. Suddenly Maria turned went into a room called the pod room. As they went in the room Maria shut the door and locked it, as she did so they could hear the man on the other side shouting.

"OPEN UP RIGHT NOW OR I WILL KNOCK THE DOOR DOWN!!!!" He said as he began to hit the door with his foot.

"This can't be happening, this can't be happening, this can't be happening." Shadow said to himself.

Just then Maria picked up Shadow and put him in one of the pods.

"There you go Shadow these pods will take us down to earth. But first I have to pull that lever for us to escape there." She said as she went to the lever to send her and Shadow to earth.

But just as she was about to pull the lever down to release the pods the door that the man was hitting on suddenly gave way and then he pointed his gun at Maria.

"HOLD IT RIGHT THERE AND MOVE AWAY FROM THAT MACHINE OR I'LL SHOOT!!!!" He said to Maria.

As Shadow looked on he started to bang on the pod trying to get out as the man was still trying to get Maria away from the machine that released the pods.

"I WILL NOT SAY IT AGAIN GIRL GET AWAY FROM THE MACHINE!!!!"

Just then Maria pulled down the lever and the man shot her which made Shadow's eye's open wide.

"NOOOOOOOOOOOO MARIA!!!!" Shadow screamed as he broke out of the pod and rushed toward her.

But when he got to her and turned her over to see her face his eyes turned into pinpricks for when he turned Maria over he saw that he was looking at the dead body of Pinkie Pie.

"No, no, NOOOOOOOO!!!!" Shadow shouted as he woke up with a start.

Shadow looked around and saw that he was in Ponyville still under the tree where he was sleeping.

"Oh it was a dream, just a dream." Shadow said to himself as he was rubbing his head.

As Shadow got up and started to walk toward the library the door opened and there was Sonic.

"Hey Shadow are you ok? Because I heard you scream."

Shadow didn't say anything he just went past Sonic and sat down with the others along side Pinkie Pie who was starting to act like her old self again.

"SO WHAT YOUR SAYING RARITY IS THAT I WAS CHANGED INTO A INSANE VERSION OF MYSELF, TRYING TO KILL AMY OVER HERE, AND NOW WE HAVE TO FACE OUR LAST THREE REMANIG FRINDS TO SET THEM FREE?!" She asked.

Rarity looked at her pink friend and said.

"Yup that's pretty much that whole story."

Just then Pinkie saw Shadow sitting at the table and looking glum.

"Shadow what's wrong?" She asked.

"Oh nothing Pinkie Pie, I'm fine." Shadow said.

Then he got up again and started to head outside.

"Hey Shadow now where are you going?" Asked Sonic.

"It's none of you business Sonic!!!!"

And with that Shadow stormed off out of the library leaving Sonic and the others lost for words.

"Man what's with him today?" Asked Knuckles.

"Yeah he has never acted this way before in a very long time." Said Tails.

"Well I'm going to find out why he is so down in the dumps." Said Pinkie Pie.

So before anyone or anypony could stop her Pinkie pie set off after Shadow.

"Well that proves that she is back to normal." Said Nyx.

After she said that they all started to laughed.

Meanwhile Pinkie Pie was looking for Shadow and it wasn't long when she found him by the lake holding a picture in his hand.

"Hey uh Shadow are you ok?" She asked.

After hearing Pinkie Pie's voice Shadow quickly put the picture of Maria away and turn to face the pink earth pony.

"Pinkie Pie? What are you doing out here?" He asked.

Pinkie Pie giggled.

"Heehee silly Shadow I'm just here to see if you are ok."

Shadow looked at her.

"I'm fine Pinkie Pie just fine."

Just then she saw the picture right beside Shadow.

"Hey Shadow what's this?" Pinkie asked as she snatched the picture out of Shadow's hand.

"Hey Pinkie don't just take stuff out of my hands." Shadow said trying to get the picture from Pinkie but she just put a hoof on Shadow's head as she looked at the picture of Maria.

"Who is this Shadow?" She asked.

Defeated Shadow sighed and said.

"Her name was Maria, she was my friend over fifty years ago."

When Pinkie Pie heard this her eyes opened wide."

"Wait hold on there Shadow. Did you just say over fifty years?"

"Yes I did." Shadow said.

"But if it's been over fifty years how come you looked the same Shadow?"

"Because Pinkie Pie I was in hibernation."

Pinkie Pie looked confused.

"Hibernation? What's that Shadow?"

"It's another name for a long sleep."

"Oh I see. So what ever happened to this Maria?"

With that Shadow took a deep breath and then he told his story.

"Well Pinkie when Maria and I were playing in one of the Space Colony ARK's rooms her grandfather Dr. Robotnik came in looking worried."

"Grandfather what's wrong?" Maria asked.

"There's no time to ask about that, there are some people here and we need to get out of here now." He said.

"Just then we heard someone shouting."

"There they are, hurry after them."

"As we poke our heads out into the hall we saw an army of men with weapons coming towards us."

"Come on you two we need to get out of here now." Robotnik said as he motion us to get to the escape pods at the end of the ship.

"As we ran me and Maria looked back to see that they were chasing us."

"Hurry up, don't let them get away!!" One of them shouted.

"Shadow, they're gaining on us." Maria said with terror in her eyes.

"I know Maria, but don't worry we'll be fine." I told her.

"As Maria, the doctor and I got to the pod room Robotnik turned to us and said."

"You two go and I'll give you time to escape."

"As soon as he said that Maria and I looked at him in shock."

"But grandfather." Maria tried to protest.

"There's no time to argue now go!!!!" Robotnik shouted as he pushed Maria and I in the room and locked it.

"Then we heard him say to the men that were after us."

"Hey I'm over here come and get me."

"We then heard him and the men run in a different direction away from the pod room until Maria screamed and one of the men heard her and came up to the door."

"Hey who's in there? You better open up right now." He said as he started to pound the door down.

"Maria looked at me and said."

"Shadow quickly get into one of the pods and I'll follow you just as soon as I activate the machine."

"I nodded and went into one of the pods but before Maria could activate the machine the door gave away and the man came in and pointed the gun at her and said."

"Step away from the lever now or I'll shoot."

"As I looked on I saw Maria hold on to the lever tightly in her hands then I heard the man say."

"I will not tell you again let go of that lever now or I'll shoot you."

"Just then Maria pulled the lever down and the man shot her."

"MARIA NO!!!!" I shouted.

"As I looked on Maria looked at me with tears in her eyes and with her last breath she said to me."

"S....Shadow, I beg of you, please do it for me....for a better future! For all people who live on that planet....p....please....give them a chance to be happy.... Let them live for their dreams. S....Shadow, I know you can do it. That's the reason why you were brought into this world. Sayonara S....Shadow the Hedgehog.

"As Maria fell down dead the pod dropped down to the planet with me in it, and that's all I could remember until the day I woke up and when I did wake up I almost broke her promise until Sonic's other friend named Chris reminded me of her promise."

When Shadow finished Pinkie noticed a small tear coming out of his eye and then suddenly Pinkie's mane and tail went flat.

"Oh Shadow I'm so sorry, I'm so very sorry."

Pinkie Pie then came closer to Shadow and then she kissed him. When she did Shadow just looked at her for a minute and then touched his cheek where Pinkie Pie had kissed him.

"P....Pinkie why did you kiss me?"

Pinkie Pie just smiled and said.

"I thought that you needed something to make you happy."

Shadow just looked at Pinkie and smiled.

"Thanks Pinkie, I really appreciate it, now let's go back to the others so we can save the rest of your friends."

Just a he said that Pinkies mane and tail popped backed to it's poofy form.

"Alright Shadow let's go."

With that they set off unaware that they where being watched by Mephiles again with the three princesses still chained up. Meanwhile back at the library Sonic and the others were waiting for Pinkie Pie to bring back Shadow.

"Do you think Shadow is ok?" Asked Spike.

"I sure hope so Spike because we need him to help free the others from Mephiles' control." Said Sonic.

Just then Rarity saw something coming towards them.

"Hey look here they come now." She said.

Sure enough there off in the distance was Shadow and Pinkie Pie walking together hand and hoof.

"Hey uh Shadow are you ok buddy?" Sonic asked.

"Yes Sonic I'm fine now lets go and continue rescuing our pony friends."

"So Sonic where do we go next?" Asked Knuckles.

Sonic thought for a moment and then he said.

"Well I think we should go to the Sweet Apple Acers farm and find Applejack next."

"Well then what are we waiting for lets go." Said Amy as she started to walk ahead of the others.

"Hey wait for us Amy you don't know the way to the farm." Said Pinkie hopping after her.

With that they all set off toward Sweet Apple Acers farm as they were walking Mephiles along with the princesses who were still chained up were watching them to see what would happen to them now.

"This time Sonic and Shadow, you two and your friends will have more then you bargain for." Mephiles said.

Sometime later Sonic, Shadow and their friends finally made it to Sweet Apple Acers but something was off.

"Hey what has happened to the farm?" Asked Nyx.

When they looked at the farm everything was in bad shape the apple trees were bare, there were no fruits and vegetables growing from the ground, and the farm house looked as if it was ready to fall down but the one building that looked in tacked was the barn.

"Oh this is awful, this is just terrible." Said Rarity.

"Yeah I mean look at this everything here is dead." Said Tails.

"Come on guys we got to find Applejack and save her from Mephiles' control, and only then we can restore the farm to it's original form." Said Sonic.

"Sonic is right come on lets check out the barn over there." Said Shadow.

As they came up to the barn door they saw it open by itself.

"It looks like something or someone was expecting us to come here." Said Amy.

"Alright everyone and everypony let's look around and if you find anything out of the ordinary yell out." Said Sonic.

No sooner had he said that when Pinkie yelled out.

"I FOUND SOMETHING!!!!"

"What? What did you find auntie Pinkie?" Asked Nyx.

"It looks like an empty bottle of medication pills." Pinkie Pie said.

Just then they heard Knuckles say.

"Hey guys I find one over here.

"I found some more pill bottles over her too." Said Rarity.

Suddenly the lights of the barn came on and what they saw was unbelievable.

"What the? There is empty pill bottles all over in this barn." Said Spike.

"Wonderful isn't it?" Asked a demonic voice.

Everyone and everypony looked around for the owner of the voice but came up with nothing.

"Where are you, you cowared? show yourself." Said Shadow.

"Heehee very well since you asked so nicely. AH PILLS.!!" The voice said.

(Koopa bros. fortress theme from Paper Mario starts to play)

Just then an orange cloud appeared in front of Sonic, Shadow, and their friends until it transformed into Applejack but when they saw her, they couldn't believe their eyes. For her fur was a grayish orange, her mane and tail was black, and her eyes were like pinpricks.

"Ah Sonic and Shadow it's so nice to see you again. AH PILLS!!!!"

"Be silent you and tell us your name." Said Sonic.

"Very well if you all want to know my name, it's Applepills."

When Applepills told them her name they started to laugh, all except for Shadow.

"HAHAHAHA!!!! Applepills, that's your name? Asked Spike.

"Why yes it is and I'm very proud of it." Said Applepills.

"Oh we're so scared. What are you gonna do make us eat pills?" Asked Rarity.

"Oh, oh or maybe your gonna make us play hide and seek?" Asked Pink Pie.

"Grrrr stop making fun of me or you all will be sorry." Said Applepills with an angry look on her muzzle.

"Hey did you hear that guys? It looks like we're making her mad." Said Tails.

"ALRIGHT THAT DOES IT NOW TO REVEAL MY TRUE POWER!!!! AH PILLS!!!!" Shouted Applepills.

Suddenly the whole place began to shake.

"What the? What's going on here?" Asked Knuckles.

"Well it looks like we're about to find out." Said Sonic who was looking at Applepills.

Just then Applepills opened her mouth and then pink smoke started to come out and started to engulf her.

"What in the world of Equestria is happening now?" Asked Spike.

"I don't know Spike but I don't like it." Said Shadow.

Suddenly the pink smoke started to change into a monster like form of Applepills.

"Uh oh this doesn't look good." Said Rarity.

"Oh bad, oh bad, oh bad, bad, bad." Said Pinkie Pie as Applepills finished her transformation.

"Ah at last my transformation is complete. Now which one of you will I have to fight?" Asked Applepills.

"Me Applepills, I'm the one who you will be fighting." Knuckles said as he walked up to the smoke monster form of Applepills.

"Hey Knuckles you be careful." Said Sonic.

Knuckles looked at Sonic and said.

"Don't worry about a thing Sonic I'll be careful."

"Well now if you are ready then let's get this party started." Said Applepills.

"Very well then let's do this you monster." Said Knuckles as he charged at Applepills.

(Song ends and the final boss theme from Mario and Luigi Super Saga starts to play)

"Alright Applepills let's see if you can dodge my attacks." Said Knuckles as he tried to punch her, but then he found that he went right through her.

"WHAT THE?!!!!" Knuckles said in disbelief.

"Huh what the? Knuckles went right though her." Said Shadow.

"Yeah and that's not good." Said Sonic.

"HAHAHAHA!! If you think that Brut force can stop me then your sadly mistaking." Applepills said.

"Grrrr fine if my fist can't stop you then what about this?" Knuckles asked as he started to power up.

As Knuckles started to power up everyone and everypony was watching him with suspense.

"Alright, come on Knuckles. Show that pony monster why you're the strongest Echidna in our world." Said Sonic.

"You got it Sonic, now Applepills take this." Said Knuckles as he completed his power up.

"Ha do what you like but you can't stop me. Ah pills." Said Applepills.

Just then Knuckles fist begain to glow.

"Alright Applepills ready or not here I come." Knuckles said as he charged at Applepills again.

"Alright then let's do this." Said Applepills as she also charged at Knuckles.

As the two charged at each other Knuckles then shot an energy blast from his fist and it was heading towards Applepills. But before the energy blast could hit her, her smoke form vanished making the blast miss and then she reappeared again and struck Knuckles hard. When she did Knuckles went flying until he hit the barn wall a few feet away.

"Hey Knuckles are you ok?" Sonic asked.

"I'm ok Sonic but she is tougher then she looks."

Then Shadow turned to Tails.

"Tails check your watch and see if you can locate a weakness in Applepills."

"Right away Shadow."

So Tails activated his watch and checked to see if he could find a weakness in Applepills smoke form. Just then Tails watch beeped saying it found a weakness in Applepills.

"Hey guys I think I found a weak point in Applepills." Tails Said.

"Really? Where is it Tails?" Knuckles asked.

"Its her chest, you have to hit her chest."

"Alright, you got it Tails." Knuckles said as he charged at Applepills again.

As Applepills saw Knuckles charging at her again she laughed.

"On please you tried this already you fool. PILLS!!!!"

As Applepills was getting ready to strike at Knuckles again he had vanished.

"Hey where did you go?" Applepills asked as she looked around to see if she could find him but couldn't.

Just then Knuckles reappeared in front of her and then he hit her right in the chest. As he did so Applepills coughed and held her chest, suddenly everybody and everypony saw something appear on Applepills' chest.

"What in the world is that?" Asked Spike.

"I don't know darling but whatever it is its gross." Said Rarity.

"It looks like to be a heart or something." Said Sonic.

"Ew that's just gross." Said Pinkie Pie.

Just then Tails looked at Shadow.

"Shadow if you destroy that thing you will break Applejack free from Applepills."

With that he jumped up and shouted.

"CHAOS FIRE FIST!!!!"

As he said those words flames appeared around his fist and then it shot out and hit Applepills right in the chest. When it did Applepills screamed and then she vanished, when she did Applejack was free.

(Song ends)

"Alright another element of insanity pony is gone." Said Sonic.

"Yeah way to go Knuckles." Said Nyx.

"Thanks Nyx but I couldn't do it without Tails and Shadow." Said Knuckles.

"Oh it was nothing Knuckles." Said Tails.

Just then they saw Applejack starting to wake up.

"Hey guys Applejack is starting to wake up." Pinkie Pie said.

Sure enough Applejack's eyes slowly opened.

"Oh my head, what, what happened?" Applejack asked weakly.

"APPLEJACK!!!!" Said Sonic, Shadow, Spike, Pinkie Pie, Rarity, and Nyx together as they came up to her.

"Hey Sonic, Shadow welcome back." Applejack said.

Then she saw Tails, Amy, and Knuckles.

"Who are you guys?" Applejack asked.

"My name is Tails."

"My name is Amy Rose."

"And my name is Knuckles."

"It's nice to meet you three." Said Applejack.

Just then Applejack closed her eyes.

"Oh the poor dear must be exhausted." Said Rarity.

"Come on guys let's get her back to the library." Said Sonic.

With that Knuckles put Applejack on his back and they all started back to the library.

(Browser's theme from Mario 64 starts to play)

Back at the palace Mephiles was furious that Applepills was defeated.

"No, I can't believe that those brats beat Applepills."

"To bad Mephiles you lose again." Said Twilight.

Just then Mephiles turned to Twilight's cage and looked at her with daggers in his eyes.

"Don't you forget princess Sparkle I still have your other friends under my control."

Just then he snapped his fingers and then out of the darkness appeared Fluttershout.

"Hello master, what is thy bidding?" She asked.

Twilight, Celestia, and Luna looked at Fluttershout in disbelief.

"Fl....Fluttershy?" Asked Twilight.

Fluttershout looked at Twilight and said.

"Fluttershy? My name is Fluttershout and to prove it."

Just then Fluttershout opened her mouth and screamed so loud that Twilight, Celestia, Luna, and Mephiles had to cover their ears.
When she finished Mephiles smiled evilly as for the Princesses they looked at Fluttershout in disgust.

"Very good my servant."

"Your twisted Mephiles. It takes somepony insane as you to create such a monstrosity." Said Luna.

After hearing that Mephiles put his hand over Fluttershout's ears and said in a hurt voice.

"Don't say that you'll hurt her feelings. You may not know it but behind that insanity lies a very sensitive pony."

Just then he looked at Fluttershout and said.

"Now Fluttershout go and wait for Sonic, Shadow, and their friends, when they do come kill them."

With that Fluttershout bowed and disappeared into the darkness, after Fluttershout left Mephiles turned to the princesses.

"Well my dear princesses I'll see you all tomorrow so we can all see Fluttershout destroy Sonic, Shadow, and their friends."

With that he left the room.

"Oh Celestia I wish that we could warn Sonic, Shadow, and their friends." Luna said.

"Have faith in Sonic, Shadow, and their friends dear sister they will save us you just wait and see." Said Celestia.

"Celestia is right Luna we can't give up on Sonic, Shadow, and the others because if we do then it's all over." Said Twilight.

Luna then smiled at her sister and to Twilight.

"You two are rght and I'm sorry."

With that the three princesses went to sleep thinking of what tomorrow would bring.

(Music ends)

Meanwhile back at the library Knuckles had just put Applejack into bed and went down stairs where the others were waiting for him.

"So Knuckles how is a auntie Applejack doing?" Asked Nyx.

"Well she is resting comfortably." He said to the little alicorn.

"Oh well that's good news." Said Shadow.

Just then Amy pulled out a marker and crossed out a picture of Applepills.

"Well three elements of insanity down and only two more to go." She said.

"Yeah and I know who is next that we have to face." Said Sonic.

"Fluttershy?" Asked Spike.

"Yep Fluttershy."

With that everybody and everypony went to bed to prepare themselves for the battle against Fluttershout.

Tails vs Fluttershout

Sonic and Shadow in Equestria 2 The Return of Mephiles The Dark
By: Will Atkinson

Chapter 5

VS.

As Celestia's sun rose for the beginning of a new day, Applejack slowly opened her eyes and looked at her surroundings.

"Wha....what? Where am I?" She asked herself.

As she moved to get a better looked at her surroundings she felt something on her hoof. When she looked, she saw Knuckles sleeping at her bedside and then she remembered what happened to her.

"Oh now I remember, I was under the control of the evil hedgehog named Mephiles the dark but thanks to Knuckles and Shadow I was saved."

Then she put her muzzle down to Knuckles' ear and said in a soft voice.

"Knuckles? It's time to wake up sugar."

As soon as she did that Knuckles slowly opened his eyes and looked at the smilling earth pony.

"Hey there Surgarcube," Applejack said.

"Oh hey Applejack, how are you feeling?" Knuckles asked.

"Oh I'm feeling much better thanks to you and Shadow."

Knuckles smiled.

"Well that's good to hear," he said.

Just then the door of the room opened and there stood Sonic.

"Well I see that you are looking better Applejack.," he said happily.

"Thanks Sonic," said Applejack.

"Well, if you guys are ready Spike has made us breakfast," said Sonic.

"Thanks Sonic we will be right down," said Knuckles.

Sonic nodded and left the room.

"Well, I guess we should go down now Knuckles I'm starving," said Applejack.

"Yeah me too Applejack," said Knuckles.

With that Applejack got up and then she and Knuckles started to head down the stairs. As Applejack and Knuckles came down the stairs Nyx appeared out of nowhere and tackled Applejack.

"Oh Applejack I'm so glad that your ok."

As Nyx softly cried into Applejack's fur, she looked down at her niece and smiled.

"Shhhh it's alright Nyx, I'm ok." Applejack said as she tried to console Nyx.

But Nyx was still crying into Applejack's fur.

"I know auntie Applejack, but I was so afraid that I was never going to see you again."

"There, there now Nyx everything is ok," said Applejack

Just then Sonic came up to the young alicorn.

"You cried enough Nyx, everything will be ok," said Sonic as he stroke Nyx's purple maine.

"Oh Sonic you must stop Mephiles form making this nightmare worse for us," cried Nyx.

"Don't worry Nyx. We'll stop Mephiles, but before we do we need to free the rest of the elements of harmony from his control," said Sonic.

"So what are we waiting for, let's go," said Nyx.

Before Sonic and the others could stop her, Nyx was running towards Fluttershy's cottage. At the castle Mephiles was watching the whole thing in his enchanted mirror.

"Look alive Fluttershout they are coming for you now," said Mephiles.

"Don't worry about a thing master. I'll be ready for them and when they come I'll destroy them AHAHAHAHAHA!!!!" laughed Fluttershout evily.

Meanwhile Nyx was running towards Fluttershy's cottage with Sonic, Shadow, and the others on her tail.

"Nyx wait, stop," said Shadow.

"No Shadow, I'm not going to stop until auntie Fluttershy is back to normal," said Nyx, as she continued to run towards Fluttershy's cottage.

"But darling we need a plan first before we even think about facing Fluttershy," said Rarity.

At this, Nyx finally stopped and looked at her friends and family who were all breathing heavily.

"Alright then tell me auntie Rarity, how are we going stop Fluttershy and bring her back from Mephiles' control?"

Rarity just looked at her niece and just shook her head.

"See you don't have an idea, so any other pony have an idea?" said Nyx.

Just then Tails spoke up.

"Well, I say we stick to our original plan."

"You mean fight agents Fluttershy?" asked Applejack.

"Yes and I'll be the one to do it," said Tails.

After hearing this Sonic, Shadow, and the others all looked at the yellow fox.

"Tails are you sure you want to do this?" asked Sonic.

"Yes Sonic I'm sure," said Tails.

"But Tails you hardly know how to fight," said Amy."

"Oh don't worry about me Amy I'll be just fine," assured Tails.

"Well it looks like we have a plan after all," said Pinkie Pie.

"Well what are we waiting for? Let's go and free Fluttershy," said Spike.

And with that they all set off for Fluttershy's cottage. As they approached it they saw a demonic site. Fluttershy's cottage was all boarded up with wooden planks and there was no animals anywhere.

"What the? That's strange," said Applejack.

"What's wrong Applejack?" asked Knuckles.

"Well Fluttershy is a pony that takes care of animals but there are no animals in site."

"Well, they maybe their in the cottage," said Shadow.

"Maybe, but I've got a bad feeling about this sugarcube," said Applejack

As they continue to walk towards the door of Fluttershy's cottage, it slowly opened by itself.

"Well that's new," said Spike as he hid behind Rarity.

"Come on gang let's go in," said Sonic.

As the group entered the cottage, it was a mess. It looked like the place had been ransacked.

"Oh man what a mess," said Shadow.

"Yeah but thankfully there is no blood or pill bottles all over the place," said Rarity.

"I have to agree with you on that one auntie Rarity. That was one experience that I will never forget," said Nyx.

"Alright every pony and everyone stay on your guard," said Knuckles.

Just then Nyx saw something in the darkness.

"Angel Bunny is that you?" she asked.

Just as soon as she said that, a white rabbit came out of the darkness and hugged the little alicorn.

"Hehe I'm glad to see that your not harmed Angel," said Nyx as she hugged the white rabbit.

Just then the whole place started to shake and Angel ran behind Nyx.

"Hey now what's happening?" asked Amy.

"Everyone and every pony get ready she's here," said Shadow.

(Toon world theme from YU-GI-OH starts to play.)

As they all looked on, red smoke started to come up from underneath the cottage. Before they could think of anything else, Fluttershout appeared right in front of them.

"Well, well, well if it isn't my old friends and they have new friends as well," she said in her demonic voice.

"Fl....Fluttershy is, is that you?" asked Spike.

Fluttershout laughed.

"Ha, my name is not Fluttershy anymore. Now I'm Fluttershout."

Sonic stepped forward from the group and said to Fluttershout.

"Come on Fluttershy you have got to wake up this isn't you," he said.

"I already told you I'm not Fluttershy, I'm Fluttershout. Now then witch one of you fools do I have to kill first?" asked Fluttershout.

As soon as Fluttershout said that Tails stepped forward.

"That would be me you monster," he said.

Fluttershout just looked at the yellow fox and laughed evily.

"Ha you? Your kidding right?" asked Fluttershout.

"No I'm not kidding. You have to face me," said Tails.

"And before you say anything else Fluttershout, let me just say that Tails here has been trained to fight by Sonic," said Shadow.

When Fluttershout heard this, she scoffed and said:

"Oh really? Well then let's see how much that little fox knows about fighting," She said as she charged right at Tails.

(Music ends and hush now quiet now demonic version starts to play)

When Fluttershout charged at Tails he backed away a little thinking of how powerful she was as Fluttershout asked him:

"What's the matter, are you a chicken?" and began to laugh at him.

"No I'am not chicken," Tails said to her feeling annoyed by what she said to him.

"Then let us fight little fox," she said.

"Very well, your friends said that I need to defeat you so defeat you I will," said Tails as he charged at the insane pony.

Fluttershout started to run toward him as well, but just then Tails jumped over Fluttershout and started to give thanks to his two tails. As Fluttershout looked at the fox, Tails then pulled out his blaster.

"Here Fluttershout eat this," he said as he started to fire his weapon at Fluttershout.

As the blast's from Tails' weapon started towards Fluttershout, she started to dodge them right and left with unbelievable speed.

"What that? How in Equestria did she do that?" asked Rarity.

"I don't know but it was cool," said Pinkie Pie.

"PINKIE!!!!" they all shouted.

"I mean bad, really bad," he quickly said.

"Ha my master was right. These powers he gave me work like a charm. Now for my next trick," Fluttershout said.

Before Tails counter attack, Fluttershout started to let out a scream so loud that every pony and everyone including Tails had to cover their ears.

"OH MAN THIS INSANE," shouted Knuckles.

"YOU AIN'T KIDDING SUGAR. I MEAN HOW IN THE WORLD OF EQUESTRIA ARE WE GOING TO STOP HER?" asked Applejack.

"WE HAVE TO STOP HER SCEAMING," said Nyx.

With that, Nyx powered up her horn and fired an energy bolt right at Fluttershout which made contact and made her scream out in pain and she fell unconscious on the floor.

"Alright Nyx, way to go," said Pinkie Pie as she was jumping up and down.

"Yeah you did well darling," said Rarity.

"Ha, that's my niece," said Spike.

"We are so proud of you Nyx," said Amy.

"Oh, it was nothing," said Nyx.

Just then they all saw Tails slowly walking up towards Fluttershout's unconscious body.

"Tails be careful," Said Sonic.

But before Tails could say anything Fluttershout woke up and pinned Tails to the ground.

"TAILS!!!!" shouted Sonic as he tried to save him only to be stopped by Shadow.

"Shadow What are you doing?" Sonic Asked.

"Sonic, this is Talis' fight.So please don't interfere unless he says that he needs help," Shadow said.

But Sonic just pushed Shadow out of the way and charged right at the insane pony. Just before he could hit her, she suddenly opened her mouth and then green fire came out and hit Sonic.

"Sonic," everybody and every pony said as Fluttershout began to laugh.

"Now with him out of the way I can finally kill you fox HAHAHAHAHAHAHAHAHAHAHA!!!!" said Fluttershout.

Then she raised her hoof up and was about to kill Tails when suddenly she stopped.

"Wha....what's happening to me?" she asked.

Just then every pony and everybody saw a ghostly image of a yellow pegasus holding back Fluttershout.

"No, you will not us me for this." It said.

"Fluttershy," they all said in shock.

Fluttershy nodded and then said:

"You need to shoot her now while I hold her. Hurry!"

"You be silent and let me go," demanded Fluttershout.

"Not a chance you monster," said Fluttershy.

Then Shadow looked at Tails who was just getting up.

"Tails this is your chance to do away with Fluttershout once and for all," Shadow said.

"Right! I'm on it," said Tails as he picked up his blaster and pointed at Fluttershout.

But before Tails could fire he frozed up.

"Tails what are you waiting for? Shoot her," said Shadow.

"Yeah! come on buddy do it," said Sonic.

"I, I can't," said Tails.

"Why can't you Tails?" asked Pinkie Pie.

Just then Sonic's eyes opened wide and then he said:

"Tails don't you dare think like that. Remember what you did years ago when you made the right choice."

(Music ends and Hikaru Michi from the Japanese version of Sonic X starts to play.)

Just then Tails dropped his blaster and fell to his knees.

"I can't do it Sonic. She reminds me to much of Cosmo and her sacrifice to save the galaxy."

"I know Tails but think. What would Cosmo do if she was in your position?" asked Sonic.

"She, she."

But before Tails could answer a voice rang out.

"Tails please you must fire at that monster pony."

Tails knew who the voice belonged to.

"C....Cosmo? is that you?" he asked looking around.

Just then Cosmo appeared at the yellow fox's side.

"Hi Tails. It's been a long time." She said.

"It's been far too long Cosmo," said Tails as he hugged the Seedrian.

"Tails listen to me. What you did all those years ago was the right thing to do. You stopped the Meterex and saved the galaxy," said Cosmo.

"I, I know Cosmo. But it's just so hard to do this without flashing back to the day I had to kill you," said Tails with tears in his eyes.

"I know its hard Tails, but there is nothing to worry about anymore. I know you can do this Tails. Now pick up your blaster and finish that demon pony once and for all."

Just as Cosmo finished that sentence Tails' eyes shot opened and glared at Fluttershout who was still fighting over Fluttershy for the control of her body.

"Stop this foolishness you pathetic excuse for a pegasus. You need me," said Fluttershout.

"No I don't. All you do is cause pain and suffering to others you demon pony," said Fluttershy.

Seeing his chance Tails stood up, picked up his blaster, and shouted at Fluttershout.

"HEY FLUTTERSHOUT?!"

As soon as Tails said that Fluttershout looked at the yellow fox and asked:

"What do you want?"

"You know what? You remind me of a friend of mind. Her name was Cosmo, and she and I where best friends until I was forced to kill her to save the galaxy from these mechanical machines called the Meterex. But my friend was not a monster like you are Fluttershout. And now with her help I will destroy you once and for all," said Tails as he pointed the blaster right at Fluttershout.

(Music ends and Run Around from Digimon starts to play)

As Fluttershout saw that Tails had his cannon blaster pointed at her, her eyes opened wide.

"W....wait you can't do this!" shouted Fluttershout.

"I can and I will," said Tails as he looked at Shadow.

"Hey Shadow did you bring the Chaos Emeralds with you?" he asked.

"Yes I did. Here you go Tails," said Shadow as he threw one of the Emeralds at Tails.

As Tails caught the Emerald he placed it into his cannon, closed his eyes and said:

"This is for you Cosmo."

With those words, Cosmo nodded and put her hands on Tails' to help him fire the weapon. Just then Tails opened his eyes and shouted at Fluttershout:

"ALRIGHT NOW TAKE THIS FLUTTERSHOUT!!!!

"Ready Cosmo?" Tails asked.

"Yes Tails I'm ready."

"Then lets do this Cosmo."

"Together."

(TAILS)
"CANNON!!!!"

(COSMO)
"BLASTER!!!!"

(TOGETHER)
"FIRE!!!!"

Then they fired the blaster that sent a beam of chaos energy right at Fluttershout. As Fluttershout saw the beam heading right for her she tried to dodge it but forgot that Fluttershy was still holding her. She couldn't move out of the way of the blast.

"Let go of me Fluttershy. If you don't then we'll be destroyed," said Fluttershout.

"Nice try, but I'm not letting go until the beam hits ya you monster," said Fluttershy as the beam hit her and Fluttershout.

"AHHHHHHHHHHHHHHHHH!!!!" screamed Fluttershout as the blast engulfed her and Fluttershy.

As the light from the beam of energy dimmed, Fluttershy's body was laying on the ground and a yellow smoke was above it.

"Hey Fluttershout is in smoke form. Shadow get her now," said Sonic.

"I'm on it Sonic," said Shadow as he jumped up in the air and shouted:

"CHAOS FLAME FIST!!!!"

With that flames surrounded his fist and blasted right at Fluttershout destroying her once and for all.

(Music ends)

As Fluttershout evaporated into nothingness, Fluttershy started to open her eyes.

"Hey look guys she's wakening up," said Rarity.

As Fluttershy opened her eyes and saw every pony and everyone looking at her with smiles on their faces. She was also smiling.

"Oh hi everypony," said Fluttershy.

"Hey how are you feeling sugar?" asked Applejack.

"I'm feeling much better now that, that horrible pony is out of me," said Fluttershy.

"Well, you have my best friend Tails to thank for that Fluttershy," said Sonic.

But as he turned around, Tails was nowhere to be seen.

"Hey where is Tails anyway?" Sonic asked.

"Oh he's right here sleeping on my back," said Pinkie Pie.

"Oh the poor darling. The fight must have taken a lot out of him," said Rarity.

"Hehe I know how he feels. I'm kind of tired myself", said Fluttershy.

"Then rest Fluttershy, you deserve it after today," Said Shadow.

And without another word Fluttershy closed her eyes and drifted off to sleep. As Fluttershy fell asleep Nyx started to yawn.

"Hey Mr. Sonic? Can we go home now?" she asked.

Sonic looked at the young alicorn and smiled.

"Of corse we can go back. Come on guys lets get going," said Sonic.

With that, Knuckles picked up the sleeping peguses and they all set off back to the library.

(Bowser's theme from Super Mario 64 starts to play)

Back at the palace Mephiles was outraged that another one of his Elements of Insanity was defeated.

"No, I can't believe thoughs pinheads beat me again," he said.

"Oh man that was so cool. How did the fox do that?" asked Twilight.

"Yes it was amazing how he used that blaster on that demon pony," said Celestia.

"So Mephiles, it looks like we'll be seeing Sonic, Shadow and their friends with the Elements of Harmony very soon," said Luna.

After hearing that, Mephiles walked towards Luna and said:

"Don't get too ahead of yourself Luna. I still have one more Element of Insanity pony left. So without further a due please welcome the one, the only Rainbine."

As soon as he said those words blue, smoke started to rise up and form into a pony. Twilight and the princesses looked on in horror as the smoke transformed into Rainbow Dash who was now named Rainbine.

"Rainbine reporting for duty master Mephiles," said Rainbine in her robotic-like demonic voice.

"R....Rainbow Dash no," said Twilight.

"Awwwwww what's the matter princess? You don't like your friends new look?" asked Mephiles.

"No I don't. Now release her from your control," she said as she tried to use her magic but was soon electrocuted by the cage.

"TWILIGHT!!!! TWILIGHT ARE YOU OK?!!!" asked Celestia.

"Y....yeah I....I'm o....ok," said Twilight weakly.

Just then Mephiles came up to the lavender alicorn.

"I warned you princess if you ever used your magic to try to escape or to distroy me you would be electrocuted."

Then he turned back to Rainbine.

"Now then are you ready to face off against Sonic, Shadow, and their friends?" he asked.

"Yes Lord Mephiles, I'll terminate them."

With that Rainbine bowed to Mephiles and disappeared.

"We'll my princesses it looks like it's time for me to turn in for the night, but I'll see you in the morning," said Mephiles as he walked out of the thrown room.

"Oh dear it looks like Sonic, Shadow, and the others are going to have a tough time with this demon pony," said Luna.

"I hate to say it sister, but I think you may be right," said Celestia.

"Oh please! Sonic, Shadow, you guys and your friends have got to bring my last friend back to her old self again so we can defeat Mephiles once and for all," Twilight said to herself.

(Music ends)

Meanwhile back at the library, Knuckles was just finishing putting Fluttershy into bed.

"There you go Futtershy, Now you can sleep," Said Knuckles as he left to meet up with the others down stairs.

"Well, we took care of four elements of insanity ponies now there's only one left," said Amy.

"Yeah and that would be Rainbow Dash," said Sonic.

After hearing that name, Amy clinched her fists even though she promised Nyx she still didn't like the fact that Sonic was in love with a pony.

"Hey, don't worry about a thing sugarcube. I'm sure that we will get Rainbow Dash back I promise," said Applejack.

Just then Shadow saw Amy go out door in a huff.

"Man what's her problem?" he asked.

"Oh she's probably still upset that Sonic is in love with auntie Rainbow Dash instead of her," said Nyx.

"Well guys I think it's time that we go to bed," said Tails as he went to one of the bed rooms up stairs.

"Hey! uh Sonic?" asked Spike.

"Yes Spike, what is it?"

"Um I was wondering who is this Cosmo that Tails and you where talking about?"

"Spike is right Sonic dear I think that we have the right to know who she is." Said Rarity.

Sonic looked at Shadow and Knuckles and they both nodded.

"Ok guys I'll tell you but what I'm about to say is not going to have a happy ending," said Sonic sadly.

So they all sat down as Sonic began his story, but meanwhile outside of the library Amy was wondering how she could get Sonic to love her and not that Rainbow hair color peguses.

"That Rainbow peguses thinks she can take my Sonic away from me. Well, she has another thing coming. Wait until I get done with her," she said as she punched the tree right next to her while a strange luner smoke was watching her every move.

Author's Note

Uh oh I don't like the looks of this by Amy I hope she doesn't do anything stupid that world make her be hated by her friends. And what is with the cloud well you all will have to wait and find out with just Two chapters to go Sonic vs Rainbine, and The Final Battle oh and the epilogue so stay tuned.

Also I want to apologise that it took me this long to finish these two characters 4 and 5 and also I want to thank chrisharte97 for his help on this chapter so I'll see you guys soon see ya.

Sonic vs Rainbine

Sonic and Shadow in Equestria 2 The Return of Mephiles The Dark
By: Will Atkinson

Chapter 6

VS.

As Celestia's sun started to rise Fluttershy started to wake up from her energy lost thanks to Mephiles and Fluttershout.

*Groan* "Oh dear Celestia I feel so much better after that long sleep thanks to that awful hedgehog who turned me into that horrible monster," she said as she got up and started down the stairs where everybody and every pony was enjoying a nice hot breakfast that Spike made for them.

"Man once again Spike you have really out done yourself," said Sonic.

"Yeah that was the best pancakes I ever had," said Amy.

"Oh shucks guys it was nothing," he said blushing a bit.

Just then, they heard a voice behind them.

"Um good morning everyone and every pony."

As they turned around, they saw Fluttershy standing outside of the kitchen smiling.

"Auntie Fluttershy!!!!" Shouted Nyx, as she got up to her hooves and hugged the timed pegasus tightly.

"Oh auntie Fluttershy, I thought I was never going to see you again,"

As Nyx cried in Fluttershy's fur, Fluttershy smiled and in a soft voice said.

"Shhhh, it's ok Nyx everything is ok."

As Nyx continued to cry Rarity came over and gently took Nyx in her hooves.

"It's great to see that your ok darling," said Rarity.

"I'm just glad to be alive," said Fluttershy.

Just then Knuckles began to look around for Tails and found that he was nowhere to be seen.

"Uh say where's Tails at?" He asked.

"The last time I saw him he was heading outside, and I got to tell yea he didn't look so good," said Applejack.

"What do you mean he didn't look so good?" Asked Shadow.

"Well when I woke up this morning, I saw Tails in the reading area and he looked very sad. Then when I ask him what was wrong he just got up and went outside,"

As Applejack finished, Pinkie Pie spoke up.

"Oh poor kid, he must still feel sad on what happen yesterday," she said as her mane and tail went flat.

"Um I don't want to be rude, but what happened yesterday?" Asked Fluttershy.

"Well you see auntie Fluttershy, when you were fighting with your evil counter part, and ask Tails to kill you. Tails began to think of an old friend, who was named Cosmo, who he had to kill to save the galaxy," said Nyx as she got out of Rarity's hooves.

When Fluttershy heard this, she almost fainted.

"Oh, oh my the poor little fox," she said almost scared out of her wits.

"Yeah, but as mouths and years past, Tails began to be his old self again, until now," said Sonic.

Just then Shadow spoke up.

"Well this all fine and dandy, but I'm starting to worry about Tails."

"Shadow is right, I think one of us should go and look for him," said Knuckles.

When Knuckles said that, everyone and every pony agreed with him.

"Well um I'll go, if it's alright with you guys," said Fluttershy.

Everyone and every pony looked at the timed pegasus, and then they all nodded in agreement. With that Fluttershy left the library and set off to find Tails. Tails was on the barrage at the little stream, at the outskirts of Ponyville looking at his own reflection in the water.

*Sigh* "Oh Cosmo it was great to see you again after so many years, and now your gone again but if your listing I just wanted to say thank you and I love you," he said wiping away a tear from his eye.

Just then Tails heard a soft timed voice right beside him.

"Um Tails, are you alright?"

As Tails turned around he saw Fluttershy slowly coming toward him.

"Oh Fluttershy, I'm glad to see you are alright. How do you feel by the way," he smiled at the peguses.

"Oh I'm doing fine Tails, thanks to you."

Fluttershy noticed Tails turning his back away from her, and then she noticed him pulling out a picture of him and right beside him was some kind of plant like creature.

"Um Tails? If you don't mind me asking, but who's that in the picture with you," asked Fluttershy.

As soon as the timed said that, Tails turned back to her and said to her in a sad voice.

"Oh this is Cosmo, she is or should I say was my best friend."

"Wow so this Cosmo who Sonic and the others told me about," said Fluttershy as she looked at the picture.

When Tails heard what Fluttershy just said, he asked.

"So Sonic and the others did tell you and your pony friends about Cosmo and what happened to her huh?"

"Well they did tell my friends about Cosmo, but they only told me bits and pieces," said Fluttershy.

"I see, well do you want me to tell you what happened to her," asked Tails.

"Are you sure Tails? I mean you don't have to, if you don't want to," said Fluttershy.

*Sigh* "No Fluttershy, you deserve to know what happed to Cosmo," said Tails.

With that Tails took a deep breath and began his story.

"Well you see Fluttershy, my story of what happen to Cosmo began when Sonic and Shadow were inside the Sonic power canon, waiting for me to fire them right at the Metarex planet and at Cosmo."

(Flashback)

Tails was ready to fire the canon at the Metarex planet and at Cosmo, then he heard Dr. Eggman on the intercom.

"Alright Tails, it's time. Sonic. Power. Canon. Fire!!!!"

When Tails heard that he lifted up he covering on the switch that reviled a red button, then he shouted.

"RIGHT, ROGER!!!!"

But before Tails could fire, he stopped, then he screamed and banged his head on the control panel, and said in a hurt voice.

(Hikaru Michi from the Japanese version of Sonic X starts to play.)

"I....I can't do it, no....I can't hurt Cosmo. Wasn't it a promise? When all of this was over, YOU SAID, YOU COME LIVE WITH US ON OUR PLANET!!!!"

"Tails....Do you want her sacrifice to be useless," asked Dr. Eggman over the intercom.

"Impossible I can't shoot Cosmo," said Tails, with tears streaming down his face.

"Do you know what kind of feeling she's having right now? You traveled that far with her, of course you understand, said Eggman.

"Sure I know....Still....I don't want to," said Tails.

Just then, Tails heard Cosmo's voice coming from the Metarex planet.

"Tails? Until the end, for all the problems I brought to you, excuse me."

"What? But Cosmo, you never caused me problems, I've always been happy to help you," said Tails.

"I....Tails shoot at me," said Cosmo.

*Gasp* "But your my friend Cosmo, I'm sorry but I just can't do it," cried Tails.

"I know but trust me Tails, you have to fire. It's the only way to save all of us," said Cosmo.

"I trust you, but you mean a lot to me, I don't want to lose you Cosmo," said Tails.

"You won't Tails, you will defeat the Metarex and spred the seeds of my plant through the galaxy," said Cosmo.

"I, I just can't do it....Because....Cosmo....I, I LOVE YOU," Tails shouted.

"I love you too Tails, but please believe me this is the only way," said Cosmo.

"I....I believe in you Cosmo, your friendship has meant a lot to me, I wish that we could spend more time together. But I understand this is the only way to save the galaxy, and bring your clan back. So good luck Cosmo, and goodbye," said Tails.

With that he pushed the red button on the control panel and it launched Sonic and Shadow, out of the power canon right at the Metarex planet and at Cosmo. Just then As the beam of energy hit the planet, it exploded into millions of pieces, in the distance Tails could hear Cosmo's last words.

"Thank you Tails, I'll never forget you."

(Present time)

"After that I never saw Cosmo again, until yesterday," said Tails as he turned to Fluttershy and started to cry in her soft yellow fur.

"Shhhh it's ok Tails, it's ok," Said Fluttershy as she tried to calm the young fox down.

"NO IT'S NOT OK FLUTTERSHY, SHE WAS MY BEST FRIEND AND IT STILL HURTS TO KNOW THAT I'M THE ONE THAT KILLED HER," shouted Tails.

Fluttershy continued to stroke tails' fur and then she said.

"It's just like you said Tails, it was the only way to bring her clan back, and I know for a fact that she's watching you right this minute and she is very proud of you."

Tails didn't say anything, he just looked up at Fluttershy as she continue to talk to him.

"Now come on and dry those eyes Tails, and let's get back to the others so we can save my friend Rainbow Dash ok?"

Tails then nodded, and then him and Fluttershy went back to the library. When they arrived at the library they saw Sonic, Shadow, and the others waiting for them.

(Music ends.)

"Tails there you are," said Sonic.

"Yeah we were worried about you darling," said Rarity.

"It's ok guys, I'm ok, " said Tails.

"Ok guys I think it's time that we went and save Rainbow Dash," said Shadow.

"Shadow is right, if we are to defeat this Mephiles guy we will need auntie Rainbow Dash," said Nyx.

"Well then what are we waiting for? Come on every pony and everybody let's go and save Rainbow Dash," said Applejack.

But before they could go Fluttershy stopped them.

"Um hold on guys."

"Why? What's wrong Fluttershy?" Asked Knuckles.

"Well remember about Rainbow's home?" Fluttershy asked.

"Yeah she lives in a city called Cloudsdale, so what," said Amy.

Just then Spike spoke up.

"What Fluttershy is trying to say Amy, is that only pegasus and alicorns can go up to Cloudsdale."

"But what about that spell Twilight used on Rarity?" Asked Applejack.

"Oh no we are not using that spell," said Rarity.

"We wouldn't be able to use it anyway because Twilight's the only one who can do the spell, said Spike.

"Hay wait a minute guys, have you forgotten about mine and Shadow's superformes?" Asked Sonic.

"Sonic is right, with our superformes we can get to Cloudsdale," said Shadow.

"You know that could actually work," said Pinkie Pie.

"Yeah good thing Sonic," said Rarity.

"Alright then, Tails give us the emeralds," said Sonic.

"Alright Sonic, I'll be right back," said Tails.

It wasn't long before Tails came back with the seven emeralds.

"Here you go Sonic and Shadow," said Tails as he handed the emeralds to Sonic and Shadow.

"Ok all of you stand back," said Shadow.

As they did Sonic and Shadow closed their eyes and crossed their arms.

"Um auntie Rarity? What are they doing?" Asked Nyx.

Rarity looked at the young alicorn and said.

"Just watch darling, just watch."

As Nyx continued to watch Sonic and Shadow, she saw the emeralds rise up and start to spin around Sonic and Shadow. Just then Sonic and Shadow opened up their eyes and stretched out their arms out and roared. As they did so the whole library started to shake.

"Hey what's happening?" Asked Nyx.

"Sonic and Shadow are transforming surgarcube," said Applejack.

As soon as she said that, Nyx turned back and saw Sonic and Shadow's spikes, spike up, their fur then turn yellow, and finally their eyes turned red.

"WOW THAT WAS AMAZING," said Nyx.

"We're glad you like it Nyx," said Shadow.

"Alright then, let's go and save Rainbow Dash Shadow," said Sonic.

"Right, let's do It," said Shadow.

But before they could go Spike stopped them.

"Wait a minute guys."

"What is it Spike?" Asked Sonic.

"Do you know the way to Cloudsdale?" He asked.

"Oh he's right Sonic, we didn't know the way to Cloudsdale," said Shadow.

"Then let us show you the way," said Fluttershy.

"That's a good idea, come on you guys let's go," said Shadow.

With that Sonic and Shadow flew off with their friends to save Rainbow Dash. But unknown to them Amy stayed behind.

"AHHHHHHHHHHHHHH!!!!" Screamed Amy.

"That rainbow colored pegasus will pay for taking my Sonic away from me."

Just then, just outside of the library the dark blue cloud continued to watch her.

"Yes she is definitely the one who will be my new body and then I will have my revenge on Celestia, Luna, and the barrors of the elements of harmony. HAHAHAHAHAHAHAHAHAHAHAHAHA!!!!!!"

At Canterlot Castle Mephiles along with the captured princesses saw Sonic, Shadow, and the gang heading towards Cloudsdale.

"Rainbine? Can you hear me?" Asked Mephiles.

"Yes master, what is it?"

"Sonic, Shadow, and their friends are coming," he said.

"Don't worry master I will be ready for them, and then I will destroy them," said Rainbine.

Meanwhile Sonic, Shadow, and their friends made it to Cloudsdale.

"So that's Cloudsdale?" Asked Knuckles.

"Yep, that's it surgarcube," said Applejack.

"Alright, me and Shadow will go in and bring Rainbow Dash back and you guys stay here," said Sonic.

"Ok Sonic but please be carful," said Tails.

Sonic then looked at his old friend and smiled.

"Don't worry Tails old buddy, I'll be alright."

With that Sonic and Shadow went in Cloudsdale. Once in Sonic and Shadow looked all around the place.

"Sonic do you see anything?" Asked Shadow.

"No, do you?"

"No, nothing," said Shadow.

"Well keep looking she has to be around here somewhere," said Sonic.

As they continue to find Rainbow Dash, Shadow tripped over something.

"Hey Sonic I found something."

"What did you find Shadow?" Asked Sonic, as he came up to Shadow.

"I don't know, it looks like a pony," said Shadow.

As they turned the thing over they jumped back, for it was the dead body of a pony with it's color gone.

"Oh man it is a pony," said Sonic.

"Yeah and it looks like it's been drained of it's color," said Shadow.

Just then the lights came on and they saw that the whole place was covered in pony bodies.

"Aw man, the poor ponies," said Sonic.

Just then Shadow remembered something.

"Wait a minute Sonic."

"What? What is it Shadow?" Asked Sonic.

"Well remember Surgarcube Corner and Sweet Apple Acres?" Shadow asked.

"Yes I do," said Sonic.

Then it hit him.

"Wait are you saying that this is an allusion Shadow?" He asked.

"Yes Sonic, that is what I'm saying."

Just then they heard laughing.

"Vary clever hedgehog, your not as dumb as I though you were."

Sonic knew that voice.

"R....Rainbow Dash? Is that you?" He asked.

Just then the pony came into the light and there stood Rainbine.

(Mimi the Copycat theme from Super Paper Mario starts to play.)

"Well not anymore, now I'm Rainbine."

Sonic and Shadow looked at the former rainbow colored pegasus in disbelieve.

"Aw man Rainbow, what has Mephiles done to you?" Asked Sonic.

"Oh nothing much excepted he made me twenty percent cooler, I even got guns."

Just as Rainbine said this then a machine gun appeared on her right hoof.

"Here, why don't you check it out," she said as she started to fire the gun right at Sonic and Shadow.

"Aw man, look out Shadow," said Sonic, as he and Shadow tried to doge Rainbine's gun blast's.

"Man this is insane," said Shadow.

Just then Rainbine stopped her blast's.

"You know what? Maybe I should kill you the old fashion way," said Rainbine.

"Oh, and what would that be." Asked Sonic.

"I'll just beat you and your friend to death," said Rainbine.

"Ok then, but I think that you should fight me first," said Sonic.

"Fine cause I was thinking of fighting you first anyway," said Rainbine.

"Then let's rumble you monster," said Sonic, as he charged at his former friend.

(Music ends and Rainbow factory theme remix starts to play.)

As Sonic ran full speed at Rainbine, she suddenly disappeared.

"Hey, where in the world did she go?" Asked Sonic.

Just then Shadow looked up and saw her above Sonic.

"Sonic, she's above you."

Sonic then looked up and saw Rainbine with her machine gun on her right hoof.

"Uh oh," said Sonic, as he raced off.

"Hey, you get get back here, you rat," said Rainbine, as she fired her gun at Sonic.

"Hey, I'm a hedgehog, not a rat, and I thought you said you weren't going to use your gun," Sonic said as he continued to doge Rainbine's gun blast's.

"Well guess what Sonic? I lied," said Rainbine.

As Shadow looked on at the battle between Sonic and Rainbine, he suddenly got an idea.

"Hey Sonic, bring her over here," he said.

"Alright, here I come Shadow," said Sonic, as he turn around and flew right for him with Rainbine right behind him.

"If you think you can escape from me, you are died wrong," said Rainbine, as she continued to fire her gun at Sonic.

As Sonic flew past Shadow, he shouted.

"NOW SHADOW!!!!"

With that Shadow powered up his fist and shouted.

"SUPER CHAOS FLAME FIST!!!!"

With that a big ball of flames shot out of his fist and made contact with Rainbine.

"Wow, good job Shadow," said Sonic.

"Thanks, now let's get Rainbow Dash back to normal," said Shadow.

But then an energy blast came out from the smoke where Rainbine got hit with Shadow's flame fist and hit him.

"SHADOW!!!!" Shouted Sonic.

Just then, another blast of energy came out of the smoke and hit Sonic. As Sonic struggled to get up, Rainbine came out of the smoke.

"Well that was fun, now how about we finish this fight of ours Sonic," Rainbine said.

"R....Rainbow Dash, you have got to stop this please," said Sonic, trying to get through to the rainbow color peguses, but Rainbine just laugh.

"HAHAHAHAHA!!!! You pitiful hedgehog, still think that I can get out of your friend so easy? Well think again," said Rainbine as she changed at Sonic.

"RAINBOW DASH!!!!" Screamed Sonic as he closed his eyes and braced himself to be killed by the one he loved so much.

But just as Rainbine was about to blast Sonic with her gun, she stopped which made Sonic open his eyes.

("What the? What is she doing?") Sonic asked himself.

"N....NO I, I can't do it, not to my Sonic," Rainbine said with Rainbow Dash's voice.

Just then Sonic remember when Tails was fighting Fluttershout.

"R....Rainbow Dash?" Asked Sonic.

"S....Sonic," said Rainbow Dash.

Suddenly Sonic saw Rainbine starting to leave Rainbow Dash's body.

"N....No I can't leave this body now, I was so close on finally getting rid of Sonic for my master," Rainbine said, as she left Rainbow's body and was in smoke form.

"Oh wow now I see, Rainbow must have known that she was about to kill me and then she regain control of her own body again," said Sonic.

But then he looked up in the sky and saw Rainbine.

"Oh I almost forgot, we still need to destroy Rainbine," said Sonic.

"Then get out of my way so I can finish her off," said a voice from behind Sonic.

As Sonic turns around there stood Shadow.

"Hey, I'm glad to see your alright Shadow," said Sonic.

"Yes I know," Shadow said, as he looked up at Rainbine's smoke form.

"Now let's finish this fight with this dreaded robot pony," he said.

Just as Shadow said that he jumped up in the air and shouted.

"CHAOS FLAME FIST!!!!"

With that, the flames of energy shot out of Shadow's fist again and made contact with a loud boom.

"Is, is that it now?" Asked Sonic to Shadow.

Then as Sonic said that, the smoke cleared and there was no sign of Rainbine, she was finally no more and Rainbow Dash was saved.

(Music ends)

As the smoke form of Rainbine disappeared the bodies of the dead ponies started to fade away.

"Hey Shadow look," said Sonic.

"Yeah I see it, another allusion is no more."

Just then Sonic saw that Rainbow Dash was waking up.

"Shadow? Rainbow Dash is waking up."

As Rainbow slowly opened her eyes she saw Sonic and Shadow smelling down at her.

"S....Sonic, S....Shadow, I knew you two would save me," said Rainbow weakly.

Sonic then put a hand through Rainbow's mane.

"I'm just glad that your alright Dash," he said.

"Yeah, me too," said Shadow.

Then Rainbow Dash closed her eyes.

"Sleep well Dash, we'll be home soon," said Sonic quietly, then he turned to Shadow.

"Well come on Shadow, let's get back to the others.

Shadow nodded and then he and Sonic left to join up with the others.

(Bowser's theme from Super Mario 64 starts to play)

At Celestia's castle, Mephiles lost it as he saw his last element of insanity pony defeated by Sonic and Shadow.

"GRRRRRRRRAAAAAAAAAAHHHHHH!!!! I CAN'T BELEVE THAT RAINBINE LOST!!!!" Shouted Mephiles, as he destroyed part of the castle.

As Mephiles continue to loose it Celestia, Luna, and Twilight started to laugh.

"Well, well, well Mephiles, it looks like your starting to loose it. Now that your elements of insanity ponies are gone, Sonic, Shadow, and the others are coming here next to stop you," said Celestia.

Just then they hear Mephiles laughing.

"Hey, what's so funny?" Asked Twilight.

Mephiles then turn to the three princesses and said.

"What's funny is that my plan is in full swing now," he said.

"What? But we thought that the elements of insanity ponies were your plan," said Luna.

Just the Mephiles started to laugh again.

"Oh that was just a tip of the iceberg, now my real plan begins, AHAHAHAHAHAHAH!!!!"

"What do you have plained this time Mephiles?" Asked Twilight.

"Ha you'll see princess, you'll see."

With that Mephiles stormed off leaving the three princesses in shock.

(Music ends)

Meanwhile Sonic, Shadow, and the others had just got back from Cloudsdale as the sun was setting on the horizon.

"Well Rainbow Dash is resting comfortably," said Sonic, as he came down the stairs.

"So that's it for the elements of insanity?" Asked Spike.

"Yes it is but it's not over yet surgarcube," said Applejack.

"Yeah, we still have that big meanie Mephiles the dark," said Pinkie Pie.

"Well when we get to the castle we are going to show that creep to not mess with us," said Nyx.

And everybody and everypony agreed.

"Well come on guys let's go and hit the hay, we have a big day tomorrow," said Shadow.

But as everybody and everypony went to bed Sonic staied up and looked at the stars in the sky.

"Mephiles you have gone too far, at the end of tomorrow one shill stand and one shill fall, and that one is going to be you, I promise you that."

With that Sonic went back inside and saw Nyx and the other ponies in bed but he heard his old friends with Spike in the other room. As he walked in he heard his friend Tails say.

"Alright Spike, I think it's time to tell us about Nyx,"

"Tails is right Spike, we've told you about Cosmo and now I think it's only far that you tell us about Nyx," said Sonic.

Spike looked at his new friends and said.

"Alright, I do think it's time for you guys to find out the true story about Nyx and how she was created."

With that everybody and every pony sat down and listened as Spike begain his story about Nyx.

(Daily Agony starts to play)

"Well for starters," he began.

"I didn't even noticed her on Twilight's back, but she introduced me to her the next morning. Nyx was very kind, she even started helping me with the chores. She became great friends with Applejack's sister Applebloom, Rarity's sister Sweetie Bell, and Rainbow Dash's adopted sister Scootaloo. As time went on for all of us we were having a wonderful time, until a pony corrupted by the remains of Nightmare Moon tricked Celestia into taking Nyx away from Twilight to see if she really was Nightmare Moon. When Celestia found out that she had been tricked it was too late, the evil pony and the children of nightmare had turned Nyx into Nightmare Moon. After that Twilight was heart broken, she was so heart broken that she went to the castle where Nyx made in Ponyville with her magic and tried to reason with her, but instead she locked Twilight up into the dungeon. But before that Spell Nexus, the one who tricked Celestia and the one who lead the children of the night to transform Nyx into Nightmare Moon wanted to kill her, but she decided agented him witched meant that there was still good left in her, but she didn't show it, for after she locked Twilight in the dungeon she went to Canterlot Castle and banished Celestia and Luna to the sun and moon. Then as more time passed Applebloom, Sweetie Bell, and Scootaloo sneaked into the castle to try to resin with her to stop hurting every pony, when they got into the castle they stooled away into Nyx's food tray and started to eat the food in it. When Nyx saw them underneath the food tray she was shocked, so they talked for a good while until Spell Nexus came into Nyx's room and found the fillies and called on the guards to arrest them. When Nyx asked Spell Nexus what to do with the fillies he said to execute them, when he said that it made Nyx mad and she told him that she will not execute them in a loud voice, and told him to put them in the dungeon with Twilight. As the fillies were taken away she had tears coming out of her eyes, as time went on Nyx continue to struggle with what she was she did something that made Twilight proud and Nexus outraged, she put Applebloom, Sweetie Bell, and Scootaloo in a box wrapped it up like a birthday present and asked the guards to give it to Twist who was another friend of Nyx, Applebloom, Sweetie Bell, and Scootaloo. After that Spell Nexus went into Twilight's cell and scolded her until he blest her with a little bit of Nightmare Moon and turned her into a member of the children of nightmare, then when Nyx came into the cell to talk, to Twilight, Twilight attacked her. After that Twilight was sentenced to be hanged and we couldn't do anything about it but before she could die Nyx swooped in and saved her, witch made her good again but it was not over for after talking to the posseted Twilight she used her mane to free Twilight from the spell that Nexus had put her on. When that was over she started to undo everything that Spell Nexus did including taking the blessing out of him as well, after that we all thought it was over but unfortionitly it wasn't for every monster came out of the everfree forest and started to attack every pony. When Nyx heard about this she came to Ponyville and helped us to take care of them, but Nyx nearly died from her injuries but we helped her to get better then Nyx freed Celestia and Luna from the sun and moon. After that Luna and Celestia past judgment on Nyx and Luna took Nyx powers that Nexus gave her away, when it was all over Nyx was allowed to come home and that's when we found that she got her cutie mark of a shield with a moon on it."

As Spike finished with his story about Nyx everybody all looked at the young dragon.

"Wow that's some story," said Knuckles.

"Yeah I mean poor Nyx, the way that she has to live with all of the stuff that she did and it wasn't even her fault, said Tails.

"Tell me about it, I mean even the other ponies still have their doubts about her even some said that she should be banished to the moon," said Spike.

After hearing that Sonic, Shadow, and the others were shocked.

"How could they think of such a thing after what she has done" Asked Shadow, with a little hatetred in his voice.

"I don't know Shadow, but Nyx has helped us with everything now and I think that she would make a great edition to the Sonic heroes," said Sonic.

Now everybody looked at Sonic.

"Sonic are you sure you want to do this?" Asked Knuckles.

"Yes Knuckles, she deserves it." Sonic said.

(Music ends)

Just then Tails let out a yawn.

"Well I'm off to bed guys see ya all tomorrow," he said, as he went to sleep.

"Yeah it's been a long day for all of us," said Spike.

With that they all went to sleep. As for Sonic, he went up stairs where Rainbow Dash was and fell asleep right next to her with a smile on his face.

Author's Note

Well guys we are almost done, the only thing left is the final battle and the epilogue so I hope you stay tuned for the last two chapters.

The Final Battle

Sonic and Shadow in Equestria 2 The Return Of Mephiles The Dark

By: Will Atkinson

Chapter 7: THE FINAL BATTLE!!!!

As Celestia's sun roses in the distance of the library Sonic woke up from his slumber.

*Grown* "Oh man that was a good night sleep," he said to himself.

Then Sonic turned around hoping that Rainbow Dash was there, but he saw that Rainbow Dash was no where to be seen.

"Now where in the world did that pegasus get to?" Sonic asked himself.

Just then he heard aloud boom outside of the house.

"Well I guess that answers my question," Said Sonic, as he shook his head knowing that Rainbow Dash was the only one besides him that could make a booming noise like that.

As Sonic got up and went down stairs he saw that the door of the library was wide open.

"Huh, it looks like the others heard it to," said Sonic.

As Sonic came outside, he saw his friends looking up at the sky, at the sonic rain boom that Rainbow Dash just made.

"Oh wow, so that's what a sonic rain boom looks like?" Asked Tails.

"That's right Tails," Said Pinkie Pie.

"It's beautiful isn't it surgarcube?" Asked Applejack.

"Yes, it is very nice Applejack," said Tails.

Just then Rainbow Dash landed on the ground.

"Oh yeah I'm still as awesome as ever," she said with a smirk on her face.

"Not to mention your still as stubborn, as ever," said Sonic, as he came into view.

After seeing Sonic, Rainbow Dash ran right at Sonic and knocked him down with a thud.

"Oh Sonic, I thought I was never going to see you again," she said with tears streaming down her face.

Sonic just smiled at his special some pony and said.

"Hey it's ok Rainbow, your here now and that's all that matters," said Sonic.

As Sonic and Rainbow Dash continued to hugged everybody and every pony awwwwed all excepted for Amy who was turning green with envy. Just then Sonic and Rainbow heard their friends singing.

"Sonic and Rainbow Dash sitting in a tree. K-I-S-S-I-N-G. First comes love, then comes love, then comes Sonic with a baby carriage."

Then they all laughed with Sonic and Rainbow blushing hard. Suddenly Amy rushed at Rainbow Dash and tackled her off of Sonic.

"YOU GET AWAY FROM MY SONIC, YOU NO GOOD PEGUSES!!!!" She shouted.

"Amy what are you doing?" Asked Sonic, as he started to get up.

Amy looked at Sonic with flames coming out of her eyes.

"What dose it look like I'm doing Sonic? I'm getting this pony off of you, so I can have you."

Just then Rainbow Dash got up and glared at the pink hedgehog.

"What in the world is your problem?" Asked Dash.

Amy turned around at Dash and said.

"What is my problem? No I think the question is, what is your problem for stealing my hedgehog?"

"Your hedgehog? Why you...."

The arguing between Rainbow Dash and Amy Rose continued until Sonic broke it up.

"ALRIGHT, THAT IS ENOUGH!!!!" He shouted that made Rainbow Dash and Amy stop at their tracks and made the others look on in shock.

"Wow, I have never seen Sonic lose his temper before," said Shadow.

"Yeah, this is a first for me too," said Tails.

As Sonic's friends looked on, Sonic turned to Amy and said.

"Look Amy, I know how much you care about me but I just don't feel that way about you."

When Amy hear this, her eye shrunk into pinprick.

"I see," she said, as she started to walk away.

"Amy, where are you going?" Asked Tails.

Amy didn't say anything, she just kept on walking.

"Amy wait," Said Sonic, as he tried to stop her but was stopped by Rainbow Dash.

"No Sonic, just let her go," she said.

As Sonic watched Amy leave, he sighed and looked at Rainbow Dash.

"Alright, I'll just deal with her later. But right now we've got princesses to save," he said.

Rainbow smiled and hugged Sonic.

"Now then, let's go and save Celestia, Luna, and Twilight," Sonic said, as he looked at his friends.

"Yeah let's do it," they all said together.

"Wait, what about the elements?" Asked Shadow.

"Don't worry Shadow I got them right here," said Spike, as he came up with the elements in his claws.

As Spike put the elements on the proper bearers necks they were ready to fight Mephiles.

"Alright every pony and everybody let's go," said Applejack.

Just then as they were getting ready to go they saw Nyx and Spike with them as well.

"Uh Spike, Nyx, what do you think you two are doing?" Asked Rarity.

Nyx and Spike looked up at the ponies, hedgehogs, and fox, and said.

"Well we want to come too," they said together.

"I don't think that is such a good idea you two," said Knuckles.

"Knuckles is right you two," said Tails.

"Yeah we wouldn't want you two to get hurt," said Pinkie Pie.

But then they got a sad look from Spike, and Nyx.

"But Twilight is my mother and I'm not just going to stay here and do nothing," said Nyx.

"Yeah and Twilight is like a sister to me and I'm not going to stay here and do nothing ether," said Spike.

Everybody and every pony looked at the two until Sonic spoke up.

"Ok you two you can come, but you must promise me that you do exactly what we say ok?"

With that Nyx and Spike smiled and said together.

"Yes sir."

With that Sonic turned back to Shadow and said.

"Alright Shadow let's go and save the princesses."

With that Shadow put one of the chaos emeralds up in the air and said.

"CHAOS CONTROL!!!!"

As soon as he said those wards Sonic, Shadow, and their friends were teleported to Canterlot to face off agents Mephiles.

(Bowser's theme from Super Mario 64 starts to play)

Meanwhile at the castle Mephiles was walking down the halls when one of his spies stopped him.

"Um, I'm sorry to disturb you lord Mephiles, but Sonic, Shadow, and their friends are coming are way."

Hearing this Mephiles turned to his spy and said.

"Yes I know their coming our way. Now we can sent faze two of my plain into action."

Mephiles then set off to the thorn room to prepare for the arrival of Sonic, Shadow, and their friends. Meanwhile in the thorn room Twilight, Celestia, and Luna were discussing on how they were going to get out of their chains when Mephiles came in.

"Ah princesses, did you three sleep well?" He asked.

Twilight, Celestia, and Luna didn't say anything they just glared at Mephiles.

"Oh well, can't blame a villain for trying to be nice," he said, shrugging his shoulders.

Twilight glared at Mephiles and said.

"Spare us your sarcasm Mephiles."

"Well anyway I thought you would like to know that Sonic, Shadow, and the others are coming here to rescue you three," said Mephiles.

As soon as Mephiles said that Twilight, Celestia, and Luna started to laugh.

"Alright their on their to save us," said Celestia.

"Yeah and when they do your going down Mephiles," said Luna.

"Ha what ever, but don't forget I still have a plan that involves you Twilight," said Mephiles, as he looked at Twilight and kissed her.

"Oh how dare you," said Twilight, as she spit in Mephiles' face.

Then Mephiles walked to one of his possessed guards and said.

"I want you to take Celestia and Luna down stair as a trap for Sonic, Shadow, and their friends."

"Yes sir Lord Mephiles. But what about the other alicorn?" Asked the guard.

Mephiles looked at Twilight, then he looked at the guard and smiled.

"Leave her here for my plain I have for her."

The guard saluted and then him and the other guards unlashed Celestia and Luna and took theme down stairs to wait for Sonic, Shadow, and the others.

"Hey where are they taking them?" Asked Twilight.

Mephiles smiled evilly and went to sit down at Celestia's thorn.

"Don't worry about them Twilight, their just going to meet up with Sonic, Shadow, and the others."

"And what about me?" She asked.

"Don't worry you'll find out soon enough." Mephiles said, with a smile.

(Music ends)

Just then Sonic, Shadow, and their friends arrived at Canterlot.

"Ah Canterlot Castle, what a peaceful place," said Sonic.

"Yes, but there's no time for messing around," said Shadow.

"Wow this place is amazing," said Tails.

"Yes it is," said Knuckles.

"Well come on guys, let's go and save Twilight, Celestia, and Luna." Said Applejack.

"Yeah come on," said Nyx, as she ran toward the castle.

"Nyx wait." Rarity said, as she and the others chased after her.

As Nyx made it in the castle their was Celestia and Luna chained up near the said case.

"CELESTIA, LUNA!!!!" Nyx shouted.

Celestia and Luna heard Nyx's voice and looked to see her in the entrance. Then Sonic, Shadow, and the others came behind her.

"Nyx, Sonic, Shadow, you all have made it," said Celestia.

Just then Nyx ran toward them.

"Nyx stop." Said Rainbow Dash.

"Yeah, you could be walking right into a......"

Sonic never got done, for when Nyx touched the collor on Celestia's neck it shocked her and made her fly right back at Shadow.

"IT'S A TRAP!!!!" Shouted Shadow.

As soon, as Shadow said that all of the ponies who were under Mephiles' spell appeared in front of them.

"Aw great, just what we don't need," said Tails.

(Fight from Mighty Morphin' Power Rangers starts to play)

"Now my slaves destroy Sonic, Shadow, and their friends," said Mephiles.

"Yes master Mephiles," they said.

"Well then, you wanna fight? You got it," said Sonic but Rarity stopped him.

"Sonic wait, we can't fight them they are our friends," Said Rarity.

"I know Rarity, but they are not your friends anymore," said Sonic.

Just then Applejack came up to Rarity and said.

"Sonic is right Rarity, if we have any chance to save our pony friends we must fight them."

As soon as she said the Knuckles started to put on his metal knuckles on.

"Well then, let's do this,"

"Yeah and even if I have to fight my classmates, I will do what I must to save Equestria as well," said Nyx.

"Then what are we waiting for? Let's do this," said Rainbow Dash.

With that Sonic, Shadow, and the others charged right at the Mephiles possessed ponies.

"Well what are you waiting for? Get them," said Mephiles.

With that, the Mephiles' possessed ponies charged right at Sonic, Shadow, and their friends.

"Alright guys, let's take them out once and for all," said Pinkie.

"Right, let's spred out you guys," said Shadow.

As the gang spred out Sonic and Tails took on Mephiles' possessed guards, Shadow, five of the main six, and Spike took on the Mephiles possessed ponies, and Nyx took on her classmates from school.

"Alright you possessed wannabes, let's see if you can handle this," said Sonic, as he powered up into his super form.

"You and that fox friend of yours shale never escape from lard Mephiles hedgehog," said one of Mephiles' possessed guards.

"Oh no? Well we will just have to fined out. Wont we? Asked Sonic as he and Tails charged at the guards full force.

At another part of the castle Shadow, five of the main six, and Spike were battling the ponies from Ponyville, and Canterlot.

"Man they are more powerful then before," said Knuckles.

"Yeah, you ain't kiden Knuckles," said Shadow.

"They mite be stronger then us. But we're smarter," said Applejack.

"Applejack is right, so let's show them what we can do," said Rarity.

"And I know just how to do it," said Pinkie Pie, as she took her party cannon out, from out of nowhere and fired it at the possessed ponies.

Meanwhile Nyx was having truble of her own with her possessed classmates.

"You should give up little filly," said a pony with a teara cutie mark, who was Diamond Teara.

"Yeah you should come and join master Mephiles," said the filly with tan fur, with a red mane and tail whose name was Applebloom.

After hearing this Nyx stand up and said with anger in her eyes.

"I would rather die then join that evil hedgehog."

As soon, as she said that all of her Mephiles possessed classmates laughed.

"Then so be it Nightmare Moon."

Suddenly as soon, as they said that there was a flash of light and out of that light Nyx transformed back into Nightmare Moon, and then she said.

"If you want Nightmare Moon, then you will get Nightmare Moon."

Then she changed right at her former classmates. Back with Sonic and Tails, they hit some of the gaurds with their spacial attack, when they did the guards hit the wall so hard that smoke started to come out of them. When Sonic and Tails saw this they shouted to their friends.

"HEY GUYS USE YOUR SPACIAL ATTACKS ON THE POSSESSED PONIES, THAT WILL BRAKE THE SPELL OVER THEM."

"Right," they all said together.

With that Shadow used his flame fist, Knuckles used his metal knuckles, Applejack used her hind legs to buck them, Rainbow Dash with help from fluttershy used their hurricane attack on them, Rarity used her magic, Spike used his magic fire, Pinkie Pie used her party cannon, and Nyx used her magic. When it was all over, all of the ponies that were controlled by Mephiles were free.

(Song ends)

"Alright we did it," cheered Pinkie Pie.

"Yes way to go everyone and everypony," said Shadow.

Just then they heard Mephiles' voice.

"Well done, now come up to the throne room and face me you brats."

"Hey, we're not brats," said Rainbow Dash said as she changed up the stairs, but was stopped by Applejack.

"Woah there Dash, we can't go up there yet until we free Celestia and Luna."

With that Rainbow landed back on the ground and said.

"Oh, oh ok."

As Sonic, Shadow, and the others freed Celestia and Luna, Nyx looked at them and asked.

"Celestia, Luna, where is mommy?"

Celestia and Luna looked at the little filly and finally Luna said.

"Nyx, Twilight is up in the throne room with Mephiles."

"Yeah and he said, he had plans for her," said Celestia.

As Celestia said that Nyx's eyes went wide and then she ran right passed Celestia and Luna as fast, as her legs could carry her.

"Nyx wait," Sonic shouted, as he, Shadow, and the others ran after her.

As Nyx continued to climb up the stairs in her mind she was saying.

("If that jerk hurts my mother he'll never see the light of day ever again.")

When she made it to the doors to the throne room, she was about to enter until she was stopped by Celestia.

"Hey let me go, mommy needs me," Nyx shouted, as she tried to escape from Celestia's hold on her.

"Nyx please calm down," said Celestia, as she tried to calm the young alicorn down.

As Nyx finally got out of Celestia's grasp she shouted at her.

"How can you be so calm Celestia? Don't forget that mommy is like a daughter to you."

"I know Nyx, but you can't just go and run in there."

"Celestia is right Nyx, what if you just ran in there and Mephiles captured you?" Asked Rarity.

Nyx looked at her friends and family, then she lowered her head.

"Oh your right Rarity, I just don't know what came over me."

Just then Tails came up to the little filly and said.

"Oh don't worry Nyx, if it makes you feel better I would have done the same thing."

Nyx looked at the young fox and smiled.

"Thanks Tails," She said.

Just then Knuckles spoke up.

"Ok this is all fine and well, but I think its time to go and save Twilight now."

"Knuckles is right guys, so lets go and save our friend," said Sonic.

"Yeah lets do it," they all said together, as they bust though the doors of the throne room.

When they broke though the door, they saw Twilight still in the cage and unconcuse with Mephiles beside her.

(Mephiles theme from Sonic The Hedgehog 06 starts to play)

"Ah Sonic and friends, how wonderful that you all could make it," Mephiles said with a sinister smile.

"Save your breath Mephiles, and let go of princess Twilight right now," said Shadow.

"Yeah you big mean, meanie pants," said Pinkie pie.

"Ha if you all think that I'm going to do that then you all are out of your mind," said Mephiles.

"What are you planning on doing to her Mephiles?" Asked Luna.

Mephiles looked at Luna and said.

"Its simple my dear Luna, I'm planning on taking control of Twilight's body with my own. HAHAHAHAHAHAHAHAHAHA!!!!!"

When Mephiles said that everyone and every pony gasped.

"You will not do such thing Mephiles," said Rainbow Dash as she charged right at him.

But before Rainbow could strike at him, Mephiles used his powers to sent Rainbow right back toward her friends.

"HAHAHAHAHAHAHA!!!! You all are fools thinking you could stop me, now prepare to meet the one and only MEPHILES TWILIGHT THE DARK SPARKLE!!!! HAHAHAHAHAHAHA!!!!"

Just then Mephiles turned himself into smoke and went inside Twilight's body.

"Oh no this is it everyone and every pony get ready for a fight," said Sonic.

"Right," they all said together.

(music ends and Cell's theme from Dragonball Z starts to play)

When the smoke cleared they saw Twilight, only now Twilight was different, her fur was gray, her wings, mane, and tail were crystalized, and her eyes were green and shaped like dragons eyes, what made it more scary Twilight sounded like her and Mephiles put together.

"HAHAHAHAHAHAHA!!!! I feel so much powerful then before."

When Nyx saw her mother like this she was mad.

"What have you done to my mother you monster," she shouted.

"Nothing, I'm your mother now little one so come and give me a hug," Mephiles Twilight said.

"Never, you are not my mother and you'll never will," said Nyx, as she transformed back into her Nightmare Moon self.

"HAHAHAHAHAHAHA!!!! If you think that will stop me you are dead wrong," said Mephiles Twilight.

Just then Nyx charged right at Mephiles Twilight only to be stopped by the magic of Mephiles Twilight's horn, and then he though her right back at her friends.

"Oh man, his much stronger now that his inside Twilight," said Applejack.

"Yeah it looks like me and Sonic need to transform into Shadic to stop him," said Shadow.

"Yeah but without Twilight we can't activate the elements of harmony," said Fluttershy.

"Don't worry Fluttershy will take care of him without them," said Sonic.

But before Sonic and Shadow could transform Mephiles Twilight made a force filed around Shadow and the others leaving Sonic to fight him alone.

"Hey what is this?" Asked Shadow.

"It appears to be some kind of force filled," said Knuckles.

"Hey Sonic, could you try to get us out," said Tails.

"I'll try buddy."

But before he could Mephiles Twilight stopped him.

"That will not work Sonic, the only way to break the force filled is ether defeat me or if I take it off myself."

"Very well Mephiles Twilight, lets do this," said Sonic, as he changed into his hyper form and then charged right at Mephiles Twilight.

(music ends and Shadow queen final boss theme from Paper Mario and the thousand year door starts to play)

"Your rain of evil ends now Mephiles," said Sonic, as he fired a powerful energy blast right at him, but Mephiles Twilight just blocked it.

"HAHAHAHAHAHAHA!!!! If you think that, that is going to work then think again."

"Alright if energy blast won't destroy you then I'll just have to beat you the old fashion way," said Sonic.

As Sonic and Mephiles Twilight continued their battle Shadow and the others looked on trying to escape from the force filled that Mephiles Twilight put over them.

"Man how in the world are we going to destroy this force filled?" Asked Tails.

"I don't know Tails, but we need to do something," said Shadow.

"Oh everyone and every pony look," said Fluttershy.

As everyone and every pony looked at where Fluttershy was pointing at Sonic got blasted by a powerful magical blast my Mephiles Twilight.

"Oh no Sonic are you ok?" Asked Rainbow Dash.

Sonic slowly got up and spit a little bit of blood out of his mouth.

"Don't worry about me Rainbow, I can handel this."

Just then another blast came out of Mephiles Twilight's horn and hit Sonic with so much powerful force, that it made him fly backwards and hit the palace wall ten feet away.

"SONIC NO!!!!" Shouted Rainbow.

"SONIC!!" Shouted Tails.

When the beam of light disappeared Sonic's friends saw him laying on the floor with his eyes closed.

"Yes I've done it, I've finally defeated Sonic the hedgehog. HAHAHAHAHAHAHAHAHAHAHAHAHA!!!!" Cheered Mephiles Twilight.

"You, you murderer," said Celestia angrily.

"Oh why thank you Celestia, now that I took care of that hedgehog. Who would like to go next?" Asked Mephiles Twilight.

Just then Nyx, who was still in her Nightmare Moon form stepped forward.

"I will be your next opponent Mephiles Twilight."

"Then so be it young one, prepare to die," said Mephiles Twilight, as he brought Nyx out of the force filled.

(Music ends)

As Sonic, opened his eyes he saw nothing but darkness.

"Wha....where am I?" He asked himself.

As Sonic, got up and started to walk in the darkness he saw Rainbow and the others laying in a pool of their own blood.

"Oh no Rainbow Dash," Sonic shouted, as he ran up to her and started to stroke her mane.

"Rainbow wake up, please Rainbow wake up." Sonic continued to try, to wake Rainbow up but to no avail and Sonic began to cry.

As Sonic cried over the lose over his friends and his mare friend a voice rang out.

"Don't worry young hedgehog, they are not dead."

Sonic raised his head up and looked for the owner of the voice, just then a pony he didn't know stepped out of the shadows.

"Who are you, stay away from us," said Sonic, as he stood up and prepare to attack the pony.

"WHOA!!!! hold on there I'm not going to hurt you Sonic the hedgehog," said the pony.

When he heard the pony say his name he was shocked.

"Wait a minute how do you know my name?" Asked Sonic.

"Because my friend I've been watching you ever since you defeated Discord," said the mysterious pony.

"You have?" Asked Sonic.

The pony nodded his head and then Sonic looked back down at the lifeless bodies of his friends.

"What about my friends and my girlfriend here?" Sonic asked.

"Never fear my young friend, they are still alive these are only shadows of what will happen if you don't wake up and stop Mephiles Twilight right now," said the pony.

Sonic was confused.

"Wake up? You mean I'm asleep?" He asked.

"No you where knocked out by Mephiles Twilight, and he and the others think your died," said the pony.

"Well that's all fine and dandy but how am I going to stop Mephiles Twilight?" Asked Sonic.

"The only way to defeat this monster Sonic, is if you use the elements of harmony agents him," said the pony.

"But with out Twilight my pony friends can't use them," said Sonic.

"I know that young hedgehog, that is why you are going to use the elements to defeat Mephiles Twilight," the pony said.

When Sonic hear this he was shocked.

"But I can't use the elements. Only Twilight and her friends can use them," said Sonic.

"Yes i know that. But you can Sonic, if you touch my horn you shill be able use the elements of harmony just like the ponies use them," said the pony.

At first Sonic was skeptic but he soon reached out and touched the pony's horn. Just then with a big bright light Sonic felt power he had never felt before, when the light faded Sonic let go of the pony's horn.

"WOW!! What in the world was that?" He asked.

The pony chuckled.

"Don't worry Sonic, I just gave you the power to control the elements of harmony, now you have received a power greater then ever before," said the pony.

After that the pony started to fade away.

"Wait what's your name?" Asked Sonic, but the pony just said.

"Don't worry Sonic, you will know my name in do time, but now wake up and save Equestria again,"

With that the pony disappeared into the darkness. Meanwhile Nyx was laying in a pool of her own blood with Mephiles Twilight looking down at her.

"Well my dear this has been fun but I think it's time to end this," Mephiles Twilight said, as he started to power up his horn.

"No don't," Shouted Rainbow Dash and Applejack.

"She's helpless," Shouted Rarity and Pinkie Pie.

"Oh I can't look," said Fluttershy, as she closed her eyes.

"NYX!!!!" Shouted Celestia and Luna.

"Stop this Mephiles," Shouted Knuckles and Shadow.

But just as Mephiles Twilight was about to finish off Nyx, a voice rang out.

"Hey Mephiles Twilight."

As Mephiles Twilight and the others looked they saw Sonic whipping off the blood on his mouth.

"It's you, your still alive," Said Mephiles Twilight in disbelieve.

"Yep and I'm ready to stop you once and for all Mephiles Twilight," Said Sonic.

"Alright Sonic, we're glad to see that your ok," Said Spike.

"Yeah, welcome back bro," Said Tails.

Sonic nodded at Tails, and then he looked at Nyx, who was back to her filly self.

"Nyx? are you alright?" He asked.

"Yeah, I am now," she said with a weak smile.

Sonic smiled at Nyx and said.

"I'm glad to see that you are alright Nyx, now you rest while I take care of Mephiles Twilight,"

With that Sonic looked at Mephiles Twilight and said.

"Mephiles Twilight? Your rain of evil ends now."

"I don't think so Sonic, I'm more powerful then your hyper form and with out Shadow you cannot merge with him to form Shadic ether, so why don't you give up now?" Mephiles Twilight demanded.

"I will never give up Mephiles Twilight, and it just so happens that I have something to show you." Sonic said.

"Oh yeah and what is that?" Mephiles Twilight asked.

"Why do you see for yourself," said Sonic.

(Super saiyan 3 theme from Dragonball Z starts to play)

With that Sonic closed his eyes and crossed his arms.

"What is Sonic doing?" Asked Rarity.

"I don't know but what ever he's doing better help us win this battle or all is lost," said Knuckles.

Suddenly Rainbow Dash saw her element started to glow.

"Guys, my element is glowing," she said.

As soon as she said that the others looked at their elements and they where also glowing including Twilight's element of magic witch Spike was holding in his hands.

"What in Equestria is going on here Celestia?" Asked Spike.

"I'm not sure Spike, I've never seen a power like this before," Said Celestia.

Just then Sonic opened his eyes and when he did they where white and then the elements broke through the force filled and started to cercal around Sonic.

"What the, what is this?" Asked Mephiles Twilight, as he looked at the glowing elements and then looked at Sonic with his glowing white eyes.

"This Mephiles Twilight is my new power, now watch as I become SUPER RAINBOW SONIC!!!!"

Just as soon as he said that, the elements and Sonic roused up and vanished in big bright light of energy.

"WHAT IS THAT BRIGHT LIGHT?! Asked Rainbow Dash.

"I DON'T KNOW RAINBOW, BUT WHAT EVER IT IS THE POWER COMING FROM IT IS INSANE!!!!" Said Luna.

Even Shadow couldn't believe the power coming from Sonic.

"OH MAN THIS IS UNREAL!!!! HOW IN THE WORLD IS SONIC GENERATING THAT MUCH POWER?!" Asked Shadow.

Suddenly the light dimed and their was Sonic but now he was deferent colors of the rainbow, he was now Super Rainbow Sonic.

"This, this is not possible, how could you use the elements of harmony I thought that only the ponies could unlock their power?" Asked Mephiles Twilight.

"Well you thought wrong Mephiles, and now I will free Twilight, and you Mephiles will be destroyed," said Sonic.

"HA if you think you can get Twilight, out of me you are sadly mistaken," said Mephiles Twilight.

"Then lets settle this once and for all Mephiles Twilight," said Sonic, as he charged right at Mephiles Twilight.

"Yeah lets," said Mephiles Twilight.

(Music ends and Reach For The Elements Of Harmony Sonic Colors X MLP Friendship Is Magic Final Boss Remix Starts To Play)

"As soon, as I destroy you Sonic, I will take over Equestria and then every pony will bow down to me HAHAHAHAHAHAHAHA!!!!" Said Mephiles Twilight.

"No Mephiles it is you who is going down and I will free Twilight from your control and bring harmony back to Equestria," said Sonic.

As Sonic and Mephiles Twilight rouse up from the ground Sonic made his move.

"Alright take this Mephiles Twilight. Super Rainbow Sonic Wind."

Just then a streak of multi color energy was headed right for Mephiles Twilight, only for it to be blocked by his new found powers.

"What? Oh no Twilight's alicorn magic is more powerful then I thought," said Sonic.

"That's right Sonic and as long as I have Twilight as my new body you will never defeat me even if you have this new power of yours," said Mephiles Twilight.

Just then Mephiles Twilight summoned up a big dark energy ball an said.

"Now Sonic lets see if you can handle this. CHAOS DEATH BALL!!"

Then he released the death ball and it engulfed Sonic.

"Oh no Sonic is in trouble," Said Tails.

"Don't count him out yet Tails, Sonic can do it," said Shadow.

"Come on Sonic," said Luna.

"Sonic we're with you all the way," said Nyx.

"SONIC!!!!" Said the rest of Sonic's friends.

Just then Sonic's eyes opened up to revile them white again and then he burst out of the death ball.

"What? No way," said Mephiles Twilight.

"Mephiles Twilight? It ends now!!" Said Sonic.

Just then a voice rang out

"Sonic use the Rainbow Beam."

When Sonic heard the voice he knew it was the pony.

"Alright Mephiles Twilight, lets see you stop this."

With that Sonic lifted his two fingers up in the air and shouted.

"RAINBOW BEAM FIRE!!!!"

Just as soon as he said that he pointed his fingers at Mephiles Twilight and then a rainbow energy beam fired right at him.

"If you think that's goanna stop me, think again," said Mephiles Twilight, as he also fired a beam of magic out of his horn.

As the two beams of energy collided they were evenly matched.

"So your stronger then I thought Sonic," said Mephiles Twilight.

"Yes but now its time to end this Mephiles Twilight," said Sonic.

"What do you mean? Are powers are evenly matched," said Mephiles Twilight.

"Yeah your right but don't forget I have the power of the elements of harmony," said Sonic.

"So."

"So that means they have unlimited power and what that means Mephiles Twilight, is that you lose," said Sonic.

"WHAT?!" Shouted Mephiles Twilight.

Just then Sonic burst into a powerful beam of rainbow color and then it burst out of him and headed right for Mephiles Twilight.

"THIS, THIS CAN'T BE. HOW CAN HE HAVE THIS POWER?!" Asked Mephiles Twilight.

"NOW MEPHILES TWILIGHT ITS OVER!!!!" Shouted Sonic, as Mephiles Twilight was engulfed by the beam of rainbow energy.

"NOOOOOO!!!! THIS CAN'T BE I WAS SO CLOSE!!!! OH COURSE YOU SONIC THE HEADGEHOG!!!! AHHHHHHHHHHHHHHHHH" Shouted Mephiles Twilight as he vanished into nothingness.

When Mephiles Twilight vanished the ponies who were controlled by him turned back to normal and the force filled that contained Sonic's friends, the main six, the princesses, and Spike also vanished.

(Music ends)

"Sonic did it," said Celestia.

Just then Nyx looked around.

"Wait where's mom?" She asked.

"Nyx look," said Fluttershy.

As Nyx looked to where Fluttershy was looking at she saw Sonic with an unconscious Twilight in his arms. When Sonic put Twilight down she opened her eyes.

"Hey Sonic, welcome back," she said.

"Thanks Twilight," said Sonic.

"Mom you are alright," said Nyx, as she came up to Twilight and snuggled up to her.

"And I'm glad to see that you are alright Nyx," said Twilight.

Just then Rainbow Dash came up to Sonic and hugged him.

"Sonic, you did it."

"Yeah I did, didn't I," said Sonic.

"Yeah and thanks to your friends dear we were all saved," said Rarity.

"Come on every pony, three cheers for Sonic and his friends, for saving us and getting rid of that mean evil hedgehog," Said Pinkie Pie.

"Hip, hip."

"HURRAY!!!!"

"Hip, hip."

"HURRAY!!!!"

"Hip, hip."

"HURRAY!!!!"

They all cheered and congrats Sonic, Shadow and their friends, then Celestia spoke up.

"Well I think that this calls for a celebration for tomarrow, so I'll gather up all the ponies to Canterlot Castle, so we can welcome Sonic, Shadow, and their friends into our family."

When everyone and every pony heard this they were speechless.

"That would be a great honor princess," said Shadow.

"Then come on and lets get this ready then," said Luna.

With that they all set off to invite every pony to Canterlot. Meanwhile in to everfree forest Amy Rose was crying over losing Sonic to Rainbow Dash.

"Oh that Sonic, how could he do this to me after all we have been though? Oh how I wish some body could get rid of that pegasus, so me and Sonic could be together just the way it spouse to be."

As Amy continued to cry a voice rang out.

"Oh poor child, in love but gets shut down by the one she loves."

Amy turned around to see who the owner of the voice was.

"Who, whose there?" She asked.

Just then a ghost of a dark alicorn appeared in front of Amy.

"What? Who are you?" Amy asked, as she pulled out her hammer.

"Now, now young hedgehog, I'm not going to hurt you I just want to talk," said the dark alicorn.

"Alright then talk," said Amy, as she put her hammer away.

"I heard that your up set that your boyfriend dumped you for a pegasus," said the alicorn.

After hearing that Amy broke down and cried.

"Yes, stupide Sonic dumped me for a pegasus by the name of Rainbow Dash."

When the alicorn heard that name, the alicorns eyes turned into pinpricks.

"Did you just say Rainbow Dash?" Asked the alicorn.

"Yes, why do you know her?" Asked Amy.

"I do including her friends, even the one who took my role as queen of Equestria away, Twilight Sparkle," said the alicorn.

Amy looked at the alicorn with sorrow in her eyes.

"I'm sorry that happened to you miss."

"Please call me Nightmare Moon."

"Very well Nightmare Moon, so what shill we do in are situation?" Asked Amy.

"Well you want you hedgehog and I want my throne back. So how do you feel if we join together to form one being?" Asked Nightmare Moon.

After hearing that Amy looked at Nightmare Moon and said.

"I'll do anything to get my Sonic back."

Then with those words Nightmare Moon smiled and then she turned into her smock form and the went in Amy Rose's body witch made Amy pass out. When Amy opened her eyes she had on a black dress, she was holding a scythe, and her voice was just like Nightmare Moon.

"Oh yes I'm finally back, now everybody will fear Nightmare Moon, no not Nightmare Moon, but Nightmare Amy HAHAHAHAHAHAHA!!!!

(The Moon Rises starts to play)

(Music ends)

Author's Note

Uh oh it looks like Amy has finally embraced the nightmare I wonder what's going to happen to her now? Well see you guys in the last Chapter of this story

Epilogue

Epilogue

Sonic and Shadow in Equestria 2 The Return Of Mephiles The Dark
By: Will Atkinson

Epilogue

The next day every pony was gathered in Canterlot Castle, with the princesses, Twilight and her friends on top of the alter.

"Welcome every pony, we are gathered here today to thank some special hedgehogs and a fox, for saving us from an evil hedgehog named Mephiles the dark," said Celestia.

Then Luna spoke up next.

"Yes and without there help we would have been under his control and Equestria would have been no more. So fillies and gentle colts it is with great pleasure that we introduce you all to the SONIC HEROES."

(Throne room theme from Star Wars starts to play)

As soon as Luna said that, the door of the palace opened at there stood Sonic, Shadow, Knuckles, and Tails. As they started to walk down towards the princesses, and their friends every pony cheered and stomped their hooves. Sonic, Shadow, Knuckles, and Tails waved at the ponies, shocked their hooves, and they even gave them autograph's until they were standing right at the princesses and their pony friends.

"Sonic, Shadow, Knuckles, and Tails, with your bravery, and your sacrifice for us we have peace and harmony again," said Celestia.

"Your welcome princess, we will do anything to help our new friends," said Sonic.

"That's right, we will never let anyone or any pony, hurt you or any pony else," said Shadow.

Knuckles and Tails nodded in agreement then Twilight brought in medals.

"These medals are a symbol of thanks for your all's help," said Twilight as she presented them their medals.

As Sonic and the others turned around to face the crowd of ponies Luna spoke up.

"Every pony the SONIC HEROES."

The crowd of ponies cheered and cheered then Sonic spoke up.

"Thank you all but their are two more that should be praised for their bravery as well."

Then he turned to where Nyx and Spike were sitting.

"Nyx and Spike could you come up here please?" Asked Sonic.

With those wards Nyx and Spike came up to Sonic and the others and then Sonic spoke again.

"Nyx and Spike with your help we were able to defeat the elements of insanity and Mephiles the dark, so it is with great honor that we the Sonic heroes make you two official members of the Sonic heroes with these medals that we made just for you two," said Sonic as he nodded to Tails he walked up to the two and was just about to present them with the medals when some of the ponies in the room stopped the coronation.

(Music ends)

"Hold on a minute, you guys are giving Nightmare Moon a medal?" Asked a red stallion with blue mane and tail.

"Yes we are, and her name is Nyx not Nightmare Moon," said Knuckles.

Just then a light blue peguses spoke up.

"Well she may be Nyx to you all but to us she's Nightmare Moon, and she will always be Nightmare Moon," she said.

"Hey now that little pony is not Nightmare moon," said a golden stallion.

"My husband is right, Nightmare moon wouldn't do what this little pony did for us and all of Equestria," said a purple mare with a tan mane and tail.

Just then all of the ponies were arguing. Some of them arguing that Nyx was Nightmare moon, and some of them arguing that Nyx was good and not Nightmare moon. It continued until Shadow broke it up.

"ALL RIGHT THAT'S ENOUGH!!!!" He shouted, that made every pony stop to look at him.

"You all that say Nyx is evil should be ashamed, it was not her fault that she did those things it was that bad pony who made her that way."

"Shadow is right, you should not blame this little filly for what she did," said Sonic.

Just then Celestia spoke up.

"I can't believe you ponies still don't trust Nyx, so I have to say the ponies that still think that Nyx should not be here leave now."

With that fifty ponies left the castle as for the rest they stayed.

"Now then Tails, if you please finish Nyx and Spikes coronation to the Sonic heroes," said Celestia.

"Yes your majesty," said Tails as he put the medals on Nyx and Spike.

"Fillies and genital colts, I give you the Sonic heroes," said Celestia, and every pony cheered as Sonic and the other put their hands and hooves together and shouted.

"SONIC HEROES!!!!"

(Sonic heroes starts to play)

(The end)

Author's Note

well every pony I hope you liked this and stay tuned for Sonic and Shadow in Equestria 3 the search for the crystal heart.