Soundwave (or the new form of Felixia) took a step forward while growling menacingly. "If you touch Fluttershy with one claw, I will attack you until you beg for mercy!" She threatened. The Ursa snapped out of his shock and laughed.

"You? Oh don't make me laugh wolf, I am much more powerful than you. I must admit, your new look is quite shocking, but I am still ten times more powerful than you!" He smirked in triumph before pausing for a moment hearing the she-wolf laugh quietly. "What's so funny wolf?" Soundwave lifted her head.

"You boast about your powers and your strength, but I'm not your average enemy." Her red eyes locked with the Ursa's and she smirked, showing off her long, pure white teeth. "But if you truly don't want to walk away and surrender, then you shall be crushed under my paw. This could have been avoided if you did not try to harm my friend." The Ursa laughed.

"Bring it on she-wolf! You have no hope of winning this battle! And when you have been killed, I'm going to eat your friend over there." He motioned to the unconscious form of the yellow pegasus, making Soundwave growl loudly.

"If you truly want to lose, fine, suit yourself." The she-wolf inhaled sharply, making the Ursa Major tilt his head in confusion.

"What are you doing?" He asked. Soundwave responded with a glare, before letting out her attack. To the Ursa, it felt like his ears were bleeding, the sound of her one howl echoing throughout the forest while flattening several trees around her. The Ursa's eyes widened as the howl continued, debris flying up from the ground and hitting him. 'Such power in her howl!' He thought, wincing as a large rock hit him in the chest. 'What is she?!' Finally, she stopped her howl attack, watching as the Ursa clutched his currently bleeding chest.

"I told you," the wolf started. "that I'm not your average enemy." Soundwave blinked as she watching the large bear stand up again and stare at her. Soundwave blinked once. "If you want, I can let you hit me once before we continue." She glanced down at Fluttershy, who was still unconscious. "You have 5 seconds before I won't let you land a blow on me. 5 . . ." The Ursa Major grabbed his stomach before slowly walking over to the she-wolf.

"4 . . ." He stopped in front of her before grabbing his stomach in pain once more. "3 . . ." His eyes widened. 'She can't be serious!' "2 . . ." Slowly, the Ursa raised his claw into the air. "1 . . ." Quickly, he brought it down where the she-wolf was, only to find ,to his shock, that 3 of her nine tails held his claw and stopped it from hurting her.

"I'm sorry Ursa," Soundwave said with little sympathy. "You ran out of time." She inhaled sharply before unleashing another earth-shattering howl that shook the forest. The Ursa Major yelled out in agony and held his ears as he was pushed back by the she-wolf's howl. 'My ears! They're bleeding!' He thought before more debris began hitting him all over his body. The Ursa fell to the ground and groaned, his once dark reddish-brown fur was stained an even darker red all over. The stars that once shown all over his body had gone into the redness that the wolf had caused.

Finally, Soundwave stopped and slowly padded closer to the male Ursa,w who was looking at her with genuine fear in his eyes. "How?" He asked. Soundwave tilted her head in confusion.

"How what?" The Ursa frowned.

"How are you able to make such a noise?!" He yelled before groaning once more. Soundwave grinned, showing off her teeth.

"My teeth are long and hollow so that sound vibrates better. My nine tails generate an incredible amount of power that I am able to utilize and create my large howls. I can heal, wound, kill, and enchant with my voice." She grinned. The Ursa's eyes widened.

" What kind of a monster are you?!" He yelled at the demon she-wolf.

Soundwave grinned. "I am a demon that changes form. Right now, Felixia isn't in control because this is the first time I have ever been used. But I am under orders not to harm the one called Fluttershy." Soundwave grinned again, showing off her long teeth. "But that means I can do whatever I want with you until you're dead." The Ursa's eyes widened even more. 'A demon?! I was fighting a demon?! No wonder she beat me!' Soundwave closed her eyes and opened her mouth a small amount before a sweet melody poured out.

The Ursa felt his wounds close quickly, and soon he stood up once again before looking at the demon she-wolf. "Wh-What are you doing to me?!" He yelled at her .

She grinned. "Why, I'm getting ready to kill you! Are you ready to face my final attack?" She asked in a sweet, motherly tone. The Ursa growled loudly.

"Go to Tartarus." Soundwave frowned.

"No I don't intend on going there again, thanks anyway." She smiled evilly before closing her eyes and lifting all nine of her tails into the air. A loud vibrating sound filled the air as Soundwave opened her mouth and released nine of her most powerful howls towards her own tails. Each tail caught one howl before pushing the pulsing sound waves onto the center tail, forming a large, pulsing blue and white sphere that hummed with the powerful sounds. Soundwave looked at the Ursa before grinning evilly once more.

"Nine Screeching Tails Of Death!" She yelled, releasing the glowing orb and hurling it right at the Ursa Major. A loud noise filled the air before there was a loud explosion, what sounded like a million cats scratching a chalkboard at the same time, and then, nothing.

Soundwave smiled to herself. 'Well,' she mused. 'I sure did have fun with my one and only time in control!' She fell into a dead faint and transformed back into Felixia, who was laying next to Fluttershy, who had rolled onto a small pile of ash that had not been there before.

One flake of ash had a small star on it.

Author's Note

Sooooooooo? How was it? Was it a good fight? Did I do well? Did you guys understand what happened? Yay questions!

Boo cliffhangers!