Friendships Unite!!

by Phantom-Dragon

Rating: everyone
Tags: Twilight Sparkle, Crossover, My Little Pony: Friendship is Magic, Spike, Rainbow Dash, Comedy, Queen Chrysalis, Other, Adventure
Length: 40051

A Nicktoons Unite Parody! MLP FIM, Skylanders, Super Mario Bros., and Sonic the hedgehog

When their world is being threatend by an evil Syndicate, it's up to Twilight, Rainbow, and Spike to join forces with heroes from other worlds, to save the day.

Published 2015-07-07 17:50:01 UTC
Last updated 2018-03-02 05:26:38 UTC

Chapter 1: Heroes Unite

It was a beautiful morning in Ponyville. Twilight Sparkle and Spike were walking out of the Golden Oak Library for some errands. (First off, this story takes place in Season 3 of MLP FIM, somewhere between The Crystal Empire episode and before Discord was reformed). They looked around and watched as all the residents were going about their daily lives. Then they looked up at the sky, just in time to catch Rainbow Dash flying by and leaving her trademark rainbow streak. After seeing the two below, Rainbow Dash quickly changed direction and came to a soft landing before them.

"Hey Twilight," Rainbow Dash greeted happily, "Hey Spike."

"Hi Rainbow Dash," Twilight Sparkle smiled, "What's up?"

"Just on my way over to Sugarcube Corner. Pinkie's got some new recipes for a cupcake she wanted me to try out."

"Does she now?" Twilight inquired.

"By any chance it's got gems?" Spike drooled.

"....Maybe," Rainbow turned in Sugarcube Corner's direction, "So whaddya say? You game?"

Spike was about to answer, when Twilight quickly replied, "Sorry Rainbow, but me and Spike have to..."

Twilight was interrupted at the sound of loud buzzing. The three looked up to see the sky being clouded by an army of changelings.

"What's happening?" Spike asked.

Then, there before the changelings and all the ponies, stood the leader of the changelings; Queen Chrysalis.

"Citizens of Ponyville!" she said in a booming voice that's almost as loud as Princess Luna's Canterlot voice. "I, your new ruler and the Syndicate shall take over Equestria. But, I'm a fair queen, and I listen to the ponies. Those who do not want me to be queen of Equestria, raise your hooves."

All of the citizens of Ponyville instantly raised their hooves up.

"GET THEM!!"

And less than six minutes, everypony were all captured.

Rainbow Dash was the first to charge into battle, but was quickly held back by Twilight, who pulled her into an alley with Spike.

"Let me go Twilight!!" Rainbow growled as she tried to break free. "I can take her on!!"

"Rainbow Dash!!" Twilight said trying to calm her friend down. "This isn't a battle you can win. You know that."

"But even you know we can't let Chrysalis take over Ponyville and all of Equestria," Rainbow growled.

"We won't," Twilight explained, as Rainbow stopped her struggle. "But we can't stop her without a plan."

"Well then, you're the egghead," Rainbow began. "What's your plan? Or do you even have one?"

Suddenly, a golden ring containing a yellow portal materialized and a robotic dog came out.

"AH!!" Spike screamed before he darted behind Twilight. "Save us Twilight!!"

The dog then sits down as a TV screen appears from its back and turns on to show an orange fox with blue eyes, wears a pair of white gloves, and two big fluffy tails.

"Hello Twilight," the fox greeted, "We haven't met, but believe me, I'm your friend. Queen Chrysalis has joined forces with villains from other worlds, and with their help, she's taking over Equestria."

Twilight placed a hoof on her head and said, "Come on Twilight, wake up! Oh, I must've worked too late last night. And now I'm seeing a mirage."

"I'm seeing it too, Twilight," Rainbow Dash said.

"Me too," Spike added as they all turned their attention to the fox again.

"I've been gathering information about your world, and I know you and your friends have dealt with her before," the fox continues, "Please Twilight, we need you and your friends' help."

Twilight Sparkle, Rainbow Dash, and Spike both look at each other before Queen Chrysalis shouts, "Anypony else care to defy me?"

"Okay, we'll do what we can to help," the unicorn replied.

"Follow my dog with your friends, and he will lead you to me," the fox explained, "I'll be able to tell you more when you get to the lab."

The dog then jumps into the portal, and the three friends followed it. After that, the portal vanishes after they jumped in.

Tails's Lab

Inside the lab, Twilight Sparkle, Rainbow Dash, and Spike came out of the portal. Then, they saw the fox.

"I'm Miles Prower. But my friends call me Tails," The fox known as Tails greeted. "Welcome to my lab."

"And I'm Sonic," a blue hedgehog said as he came up next to the fox and gives the ponies and dragon a thumbs up, "Sonic the hedgehog."

Soon, Twilight Sparkle, Rainbow Dash, and Spike saw other figures in the lab. One was a purple dragon named Spyro with a dragonfly named Sparx. And two more who are mustache, Italian plumber heroes, who wear blue overalls, red and green shirts, hats with matching colors and the letter M and L at the center, named Mario and Luigi respectively.

"This is-a real-a cool," Mario cried out, "They're-a magical donkeys and a lizard."

"WHO ARE YOU CALLING A DONKEY?!!" Rainbow Dash roared angrily.

"I'm not a lizard!! I'm a dragon!!" Spike shouted as he and Rainbow Dash gave Mario angry looks.

"Mario, Twilight Sparkle is a unicorn. Rainbow Dash is a pegasus, and they are from a world called Equestria," Tails corrected Mario, "And as for Spike, like he said, he's a dragon. Just like Spyro is."

"Um, hello," Spike greeted Spyro shyly.

"Hey kid," Spyro replied.

"Wow! You sure know who we are," Twilight Sparkle said to Tails.

"You got that right!" Rainbow Dash said. "Only, I'm 20% cooler than all the other pegasi from where I come from."

"Uh huh," Tails said dryly, before he brought everyone to a huge computer screen and said, "All right, everyone. Now that you're all here, me and Sonic will bring you guys up to speed on what's happening. It all started with Rotor's latest invention, the Universe Portal Machine. It's a device that lets us travel to other worlds."

The computer later shows an image of an evil fat man, wearing a red coat, black pants, a pair of goggles, and a mustache. "Dr. Eggman has somehow gained access to the project plans and created a copy of the machine. Me and Sonic have been tracking Dr. Eggman's portal, and discovered that he's been visiting your worlds."

The computer shows other villains. One was a dark portal master named, Kaos. The other was Queen Chrysalis. And the last was a dragon-like monster with spiked shells, and orange hair named, Bowser.

Sonic then took over as he explained, "And in every world he's been to, he's found a friend, and they've teamed up to form the Syndicate. He must have some sort of master plan that they've all agreed on."

The computer shows Syndicate troops and everyone's enemies stealing energy, from Kaos absorbing energy into his portal to Bowser collecting power-ups, and finally, to Queen Chrysalis stealing energy from all the captured ponies.

Tails then took over as he explained, "They've combined their powers to create an army of Syndicate troops, and they're stealing energy from each of your worlds. We don't know why they're stealing this energy, but whatever it's for, it won't be good!"

"Don't-a be a such-a science a-nerd," Mario said. "When you-a think about it. This is amazing. It's-a like one of me and Luigi's a-fantastic adventures and a-missions."

"Mario, this is a lot more serious than yours and Luigi's adventures" Sonic said, "I thought about adventures the same as you do. And it almost got Sally killed. And now, the princess and the Mushroom Kingdom lost it's magic because of the Syndicate, and they won't be able to do anything until we stop the Syndicate!"

"Sonic's right Mario" Tails said. "We must work together to stop the Syndicate. I know you've each defeated these guys before. That's why I brought you all here. If we combine our knowledge, we can beat them."

"All I'm-a saying is-a that it's-a exciting to work as a team and save the day" Mario said.

"Well, now that the entire team has been assembled" Spyro said, "I think it's time we get started."

"Okay," Tails began. "Since we don't know where Dr. Eggman's secret laboratory is, our only leads lie in each of your worlds. To begin with, let's stop them from draining the energy."

"Where should we start?" Twilight asked.

"How about Skylands?" Spyro asked.

"Let's go!" Rainbow Dash said.

And so, the heroes all ran to the portal to begin their mission.

Chapter 2: Prison Break

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter 3: Freedom to Warfang

After they escaped from the Kaos's prison, the heroes find themselves inside a huge palace.

"WOW!!" the heroes gasped as they all marveled at the design and the structure of the facility.

"We'll give you guys a tour some other time," Spyro said as he and Sparx flew through a hallway. "We need to get some equipments first before we're ready to face Kaos."

The rest of the heroes all followed the purple dragon and dragonfly. When they got to the other end of the hall, they found themselves in another room and were even more shocked to see countless of books, treasures, weapons and armors in the room with a huge machine, shaped like a dome and a beam of light pusling from the top.

Twilight's eyes all shrunk before her pupils grew big along with her grin as she marveled at the books. She almost fainted if Rainbow Dash hadn't catched her. The lavender unicorn then looked up at her rainbow haired friend and said dreamily, "If I'm dreaming don't wake me up."

Rainbow Dash just rolled her eyes as she drops her friend to the ground and mutters, "Egghead."

Spike meanwhile was looking for Spyro and Sparx. He later found them packing some stuffs into a bag. Spike was about to ask, but his attention quickly turned towards the Core of Light that was behind Spyro.

"WOW!!" Spike gasped as he approached the machine with Twilight, who was able to recollect herself from her previous book fawning episode.

"Yeah 'wow'," Twilight agreed as she went up to the Core of Light. "I can sense prescence of strong magic pulsating from this thing. It's no wonder why you had to protect this thing from evil."

"Yeah," Spyro explained as he flew up to the two, "The Core of Light helps to keep the forces of Darkness at bay. And as long as Kaos is still at large in Skylands, the Skylanders and I will stop at nothing to keep it and all of Skylands safe from him."

"The Skylanders?" Sonic asked. "Are they those guys that little maniac has captured in his castle? If they are, we should try to rescue them."

"We can't!" Spyro explained. "Kaos's too powerful with his portal open. We need to find some way to shut it down!"

"If I spend some time studying your world's magic, Spyro," Twilight Sparkle said, "perhaps we can find a spell to close the portal."

"We haven't got time for reading, Twilight!" Rainbow Dash exclaimed.

"Rainbow-a Dash is-a right!" Mario agreed, "This is a-no time to a-study!!"

"Yeah! We're a-heroes!!" Luigi added, "Heroes don't a-just sit around and a-study!!"

"You're right! Heroes go out and save the world!!" Spike agreed.

"All right! Let's get going!" Spyro said. "We'll figure out a plan once we return to Kaos's castle."

With that, the heroes walked out of the Core of Light's room and into another portal.

They soon came out of the portal and into a city known as Warfang. But, they found more trouble in the city.

"WHOA! What happened to Warfang and it's citizens?," Spyro gasped.

"They're monsters!!" Sparx cried.

"Not exactly," a voice called out.

The heroes then noticed Hugo, Flynn, and Cali walking over.

"Everyone in Warfang aren't monsters," Hugo explained.

"Yeah! They're just evilized by Kaos and are all turned into some weird, freaky mutants," Flynna added.

"Oh like that's any better," Cali rolled her eyes at Flynn before she turned to the Skylanders, "Anyway, you'd better deal with all of them before you can head on to Kaos's castle."

"Okay then," Spyro replied before he exclaims to the heroes, "Let's rock and roll!"

And with that, the heroes all took off, running throughout Warfang.

Just before they were out of earshot, Cali cried out, "And when you're done, meet us at the gates to Kaos's castle!"

"And be sure to bring back some enchiladas if you find any!" Flynn added. "Cause the last guy who got evilized just ate mine."

The heroes all to one part of Warfang and engaged in battle against an evilized dragon.

Spyro made the first move by spewing several fireballs at the dragon, which all exploded upon impact, chipping several pieces of the dragon's evilized skin off.

Sparx helped by blowing fireballs in the dragon's face, blinding it for the moment, while Tails blasted in electric charged ball, combined with Twilight's magic blast, at the dragon and destroyed it evilized skin, reverting it to normal.

They later went off to another part of the city and destroy several of Dr. Eggman's robots and some of Kaos's monsters along the way.

They later found some more evilized dragons and moles at the dragon cannon (Warfang's known weapon). They were about to use it to destroy the whole city of Warfang, until the heroes came and went into another battle.

Rainbow Dash started off by beating her wings really fast and created a strong gust of wind that blew the evilized moles away.

Sonic then dealt with the moles by curling up into a ball and rocketed himself at the moles and bounced off each and every one of them, as they all reverted back to normal.

Tails joined in the battle as he used his Magic Hand to punch all of the surrounding mutants and they all reverted back to normal.

After dealing with several more syndicate troops and liberating the citizens of Warfang from being evilized, the heroes met up with Hugo, Flynn, and Cali at the entrance to Kaos's castle.

"All right!" Sonic smiled. "Warfang is an evilized mutant-free zone!"

"Not quite, Sonic," Tails said. "There's still an evil Dark Portal Master we need to take care of."

The heroes raced off to Kaos's castle as Spyro exclaimed, "Let's close his portal for good!"

The heroes entered Kaos's castle, and Twilight used her horn to telekinetically help open up a huge door by force. When they entered the castle, they looked around.

Spike shivered a bit and said, "This place isn't so creepy. Heh heh. Right, guys? Right?"

"This place is-a fantastic-a!" Mario smiled. "It's-a just like a-something Bowser would a-do for his a-castle."

"Let's focus more on the matter at hoof than the appearance of the surrounding you guys," Twilight said.

"Twilight's right," Spyro agreed. "We need a way to shut down the portal. We can't beat Kaos while that thing is open."

"Kaos would need a lot of energy to keep that portal open," Tails explained. "He must have generators in this castle."

"That's why you're the fox boy genius!" Twilight Sparkle chuckled.

"Let's find those generators and shut them down," Spyro said.

The heroes ran to the door, which opened, and ran into the room. The guards were in it, and the heroes attacked. After the attack with the guards, they continued on. Running down the halls, they came upon a room with a generator. This generator is indeed for Kaos's portal.

The heroes ran toward the generator and attacked it.

Spyro lands a finishing blow, by blowing fireballs at it.

"One down, four to go!" Tails said.

They later went up to a tower and found two of the generators.

Sonic destroyed one with by spin dashing it. And Tails blasted one up with his arm cannon.

"Two for the price of one" Sonic said. "Three down and two more to go.

The heroes later found another one, which is in another tower, but it was guarded by Cyclops and their Cyclop Mammoths.

Both Mario and Luigi were able to trick the Cyclops and their Cyclop Mammoths to accidently destroy the generators by acting out in a bullfight and have the Mammoths do all the job of destroying the generator. After the generators were destroyed, the Cyclops and their Cyclop Mammoths were all clobbered by the heroes as they left for the last generator.

"Four down and one more to go" Sonic said.

The heroes later found the last generator located in another tower, but it was being guarded by Silver Sonic v3.0.

Rainbow Dash cracks her neck as she charges forward at a fast speed, with Twilight Sparkle running by her side and Spike riding on Twilight's back.

Silver Sonic v3.0 tries to get Rainbow Dash by trying to swat her away, but missed. Then, Spike spewed a huge fireball from off of Twilight's back and blinded Silver Sonic v3.0. It flailed its claws all over the place, and ended up getting them both stuck in a wall that Twilight Sparkle had enchanted to make it sticky and gooey. Then, Rainbow Dash flies out of the tower and begins to dive bomb at Silver Sonic v3.0 and was picking up speed. Then, at the last second, she pulls up and creates a Sonic Rainboom and at the same time, lands a powerful punch through Silver Sonic v3.0's head, causing it to explode. When she landed, she vigoriousley shaked her hoof, wincing in pain. Then, Twilight Sparkle used a magic from her spell book to conjure up a huge bolt of lightning and destroyed the generator.

"All of the generators are destroyed!" Sonic said.

After the generators are destroyed, the heroes approached to the door that leads to the throne room, where they met Kaos from the start.

"Okay, that should do it!" Spyro said. "Now that the portal's out of the question, let's go get Kaos!"

Chapter 4: Heroes vs Skylanders and Kaos [Rainbow Dash meets her match]

Spyro charged to the door and knocked it down. He, of course, felt dizzy from knocking the door down until he shook his head.

Kaos, standing by the portal that's shut down, turned and saw them. "So, Spyro," he said to Spyro, "you've escaped from my prison, and shut down my portal. How disappointing."

"Give it up, Kaos!" Spyro replied. "You've lost your portal, and Warfang's been saved! It's all over! Just give up!"

"HA!! You hear me? I say HAA!!" Kaos laughed. "You've underestimated me, dragon! With the help of the Syndicate, I'll soon have it up and running again, but we've already harnesed enough energy from the portal for our EVIL device....OF DOOOOOM!! HAHAHAHAHAA!"

"'Our evil device of doom'?" Spyro inquired.

"The Syndicate is building something?" Sparx followed.

"Yes, and very soon, you will all TREMBLE in FEAR as you all bow down to the might of the Syndicate. But most of all....ME!! HAHAHAHAHA!"

"It doesn't matter what you're planning," Spyro roared. "We're going to stop you!"

"Oh? And what of the Skylanders?" The Skylanders in the throne room all come out on cue, with the look of hypnosis written on their face as Kaos continued, "Surely, you wouldn't risk their lives now, would you?"

"We're not gonna stand here and let you treat them like puppets! Get ready to pay for this!"

"Bring it on FOOOLS! HA!"

And with that, the heroes all charged after Kaos.

Spyro and Sparx both began the battle as they both charged their fire breaths and let out two giant fireballs at the dark portal master, only for them to be quickly put out by a stream of water. The dragon and dragonfly turned their heads to the right to see a possessed gillman named, Gill Grunt, and a gremlin named, Trigger Happy, pointing their guns at them.

"Gill Grunt?" Spyro said in surprise before he and Sparx, dodged another blast of water from the gillman's water gun, "Gill! Snap out of it. It's me. Spyro. Remember?"

The gillman didn't reply as he switches his water gun to a harpoon gun and started shooting multiple harpoons at the dragon. Sparx flew in and tried to save the dragon by shooting fireballs at the gillman, but he was quickly stopped when Trigger Happy sticked his long tongue out and captured the dragonfly with it and swallowed him. Luckily, Sparx was able to escape from the gremlin's mouth as he flies around with the gremlin chasing him. As Spyro and Sparx continued dodging the attacks from both the gillman and gremlin, the rest of the heroes were busy fighting the other possessed Skylanders.

Twilight was fighting off some undead skylanders with her magic, while Rainbow Dash took to the air to fight off some air skylanders. Mario and Luigi where using their power-ups to fight off some skylanders of various elements, and Sonic and Tails both tried to take on Kaos, who quickly shape shifted into a scary, intimidating, giant verision of his head and started shooting several laser beams from his eyes at the hedgehog and fox.

"HAHAH!" Kaos cackled in a deep voice. "FEAR MY EVIL GIANT HEAD!!"

As Kaos fought Sonic and Tails, Spike, the only one not in the fight, pokes his head from behind a pillar and watches the whole battle ensueing. His attention was mainly on Spyro, who was flying around with Sparx, as they dodged several harpoons and gold coins being shot at them, while shooting several fireballs back at Gill Grunt and Trigger Happy.

'Come on Spyro,' Spike thought. 'Come on...'

As Gill Grunt and Trigger Happy both charged their attacks, forming a giant anchor and golden fireball, Spyro reached into the bag from earlier and pulled out, "HAND OF FATE!!" Spyro shouted, as the object, resembling a skeletal hand, in his paw glowed.

With that, the skeletal hand flew out of Spyro's paw, straight towards Gill Grunt and Trigger Happy, knocking their weapons out before it bashes and left them both in a daze. After that, the hand went in a dormant state.

Spike so the whole thing and he couldn't help but gasps as his eyes grew wide as he cheers, "That....was...AWESOME!!"

But the moment was short lived when a phoenix dragon skylander, Sunburn, appeared in a burst of flame and tackled Spyro, sending both of them to the ground. As the dust cleared, both Spyro and Sunburn were both breathing fire and clawing at each other as they struggled to get on top of the other. During the battle, the bag that contained all of the other magic items was sent flying across the room and landed in front of Spike, who wasted no time to run up and pick it up.

Spyro, who managed to get Sunburn off, turned around and shouted, "SPIKE LOOK OUT!!"

Spike turned around and quickly ducked as a spiked, club tail nearly hit him. He looked up and there, in front of him was a big, brown, bulky, earth dragon, covered from head to tail with spikes named, Bash.

Spike whimpered in fear, as Bash was about to swing his tail at the little dragon again, only to be knocked away by Spyro who charged at him with his horns engulfed in an ibex horn-shaped fire aura.

"You alright?" Spyro asked as he turned around to face Spike.

"Yeah," Spike answered as he handed the bag over to Spyro. "Here, I think these are yours."

"Thanks," Spyro replied as he took the bag and looked into it's content before he took out a pair of boots with wings on them as he gave them to Spike and said, "But I think you're gonna need these."

After Spyro flies off, Spike puts the boots on and they started to flap their wings.

Meanwhile, Rainbow Dash was busy kicking and punching several air skylanders, when she got hit in the head by a spinning turtle shell. She rubbed her head as she looked to see a flying, spiked turtle named, Warnado.

"Y'know," Rainbow Dash said as she cracks a smile. "You're pretty fast, for a turtle. But if Tank were here, he'd say to you, I'm 20% cooler."

Warnado then spins around in his shell again as he conjures up a huge tornado which he sends after Rainbow Dash, who quickly flies into it a did several turns as she accelerated the downdraft of the tornado and tightens it's pressure center(as shown in MLP FIM: Friends forever issue 11), causing it to disappear.

"Nice move," Rainbow Dash complimented. "Too bad I've been Cloudsdale and Ponyville's weather pegasus since the day I was...."

Rainbow Dash was cut off when she was hit by a thundercloud from behind. Though singed, she shook off the hit as she turned around and comes face to face with, Whirlwind, a sky dragoness with the same color as Rainbow Dash, only darker, feathered wings and tails with the color white at the tip, and a single horn in the center of her forehead.

The two at first just stared at each other as they remained air-loft, before they both tilted their heads and moved parts of their body the same way as the other, making it look as if they're looking at each other in a mirror. They kept on going at it until Whirlwind's horn glowed and before Rainbow Dash could react, she was blasted by a ray of rainbow, which sent her flying into a wall and left her in a daze. The cyan pegasus shook off the blast as she angrily faced off against her dragon counterpart, who did the same.

The two both took to the air as they begin their battle by charging towards each other.

"Oh no you didn't!" Rainbow exclaimed angrily, as she ducks her head down, letting Whirlwind fly overhead and crashed into a pillar nearby.

Rainbow Dash was fast, but her opponent was right on her tail and was blasting several rays of rainbow at her. Rainbow Dash suddenly stops herself as she spins around and lands a kick to Whirlwind's face. Whirlwind rubbed her head before she regained her focus as she claps her wings together and send several thunderclouds at Rainbow Dash, each shooting several thunderbolts at the rainbow mane pegasus. Rainbow Dash dodged all of the lightnings being shot at her from the cloud before she kicked them to pieces as they disappear. After the clouds cleared up, Rainbow Dash charged towards the air dragoness at intense speed, but Whirlwind quickly dodged to the side and Rainbow Dash went flying past her, without stopping she crashed into a wall and fell down to the ground.

Rainbow Dash shook her head before she turned to face Whirlwind and growled. The two charged and tackled each other to the ground and went in an all out tussle.

Mario was fighting some Water Skylanders, when Luigi's scream was heard. Mario turned his head to see Luigi being chased by an undead Skylander named, Ghost Roaster, and a magic Skylander named, Wrecking Ball. Both of the Skylander's where making attempts to eat the green plumber.

"Hang on-a Luigi!" Mario cried as he pulls out a Boomerang Flower and turns himself into Boomerang Mario.

Boomerang Mario quickly throws a boomerang which hits both Ghost Roaster and Wrecking Ball before it returned to Boomerang Mario, who caught it. The two Skylanders then advanced on the red plumber as he continues the throw more boomerangs at them. Luigi meanwhile, after seeing the two Skylanders weren't chasing him anymore, sighed in relief. But it was short lasted when....

"LUIGI LOOK OUT!!" Twilight shouted as she galloped towards Luigi and with her horn glowing in it's magenta aura, swept Luigi out of the way, just as melon came and exploded at the spot where Luigi once stood.

The two both turned to see a life dragon named, Camo, setting his sight on them before he conjured up several vines with explosive melons at them. Twilight quickly formed a magic barrier around her and Luigi, shielding them from the blasts. After the blast subsided, Twilight blasted Camo away, while Luigi continues running for his life. Twilight was about to resume her fight, but everywhere she looked, she couldn't help but admire the unique powers that each and every Skylanders in the room possessed.

"Fascinating," Twilight began. "I've seen many strange and magical creatures before. But I've never thought of the possibility of a world with so much magic and countless of wonderous creatures to even exist."

Twilight just smiled as she falls on her back, just as Luigi was sent flying over her. The lavender unicorn just smiled happily as she sighed happily, "I don't think I ever want to go back to Equestria."

"Focus Twilight!" Twilight quickly snapped back to reality as she looked to see Rainbow Dash, still wrestling with Whirlwind beneath her. The cyan pegasus held down the dragoness's wings before she continued, "In case you'd like a reminder, we're fighting for our lives here. This world is in trouble, including ours at home, and you're just standing there and going all 'goo goo eyes' over this world's magic?"

"Sorry Rainbow Dash," Twilight began. "I just can't help it. This world is....."

"Save it Twi," Rainbow Dash growled as Whirlwind continued to struggle beneath her. "Save the world first, geek out later."

Rainbow Dash was quickly blasted off by Whirlwind's rainbows, allowing the dragoness to get up and resumed her fight with the cyan pegasus.

"RD's right Twilight," Spike said as he came flying towards Twilight with the Winged Boots on.

"Spike?" Twilight gasped, seeing the baby dragon flying. "You're flying?"

"I'll explain later Twilight," Spike began as he looked at the battle going on. "Right now, I think we're gonna need a better plan than just fighting."

"You're right Spike," Twilight began. "We can't stop Kaos just by fighting the Skylanders who are all under his control. Let's all focus our attacks on him!"

"Good idea," Spike said as he and Twilight raced off to fight the evil dark portal master with Sonic and Tails.

Kaos was back in his true form when Twilight and Spike arrived.

Sonic sped up and curled up into a ball as he rocketed himself at Kaos, but the evil portal master quickly conjured the symbol of water and with that, a huge flood appeared and washed Sonic away. Twilight was quick to catch Sonic as she protected him and herself in a magic bubble. Tails and Spike meanwhile got behind Kaos and both delivered a flying kick to the dark portal master to the head. The flood subsided as Kaos stumbled a bit as he rubbed his head. He turned around and stared angrily at the fox and dragon as he conjured the symbol of fire and countless of fireballs rained down on the two.

Twilight magically pulled Spike out, while Sonic tried to save his buddy, but found out he couldn't when he looked down to see his legs frozen solid and looked up to see a four-armed yeti named, Slam Bam, running towards him. The yeti was about to throw a punch at Sonic, when Spyro came flying, picked the yeti off the ground, flew away with him, before he fired a fireball which melted the ice off of Sonic's feet.

"Thanks Spyro!" Sonic shouted before he sped off to save Tails.

Sonic quickly dodged all of the fireballs as he grabbed Tails and raced off with him to safety.

Kaos then conjured the earth symbol and the whole room shook violently with an earthquake that had occurred, causing all of the everyone, excluding the ones that can fly, in the room to fall down.

"Prepare to meet defeat at the jaws of my DOOMSHARK!!" And with that, Kaos conjured up a whole school of sharks that all came out of the ground as they snapped their jaws at the heroes.

"Not happening Kaos," Spyro said as he came flying and blew out a huge blazing inferno, which Kaos shielded as he conjured the symbol of water and water came raining down and the fire was put out.

"HAHAHAHA!" Kaos laughed. "Nice try fool! But you cannot defeat me, KAOS!"

Kaos then shifted into his giant head form and attacked the dragon by shooting several lasers from his eyes. Spyro didn't waste a moment as he dodged the lasers before he takes out a shield from his bag and activated it, causing it to fly around him and deflected the lasers off of him and in random directions, before Kaos reverted back into his normal form.

Rainbow Dash, who was still fighting Whirlwind, managed to kick the air dragoness off. Whirlwind took to the air again before she flapped her wings and send several waves of electrifying rainbows at the pegasus who quickly dodged them before she looked behind her to see how close the attack was to Kaos. With that, an idea formed in her head as she waved her hoof at the dragoness, as if saying, "Bring it on."

Whirlwind complied as she charged at Rainbow Dash and sended several thunderclouds at her while shooting several arcs of rainbows, which all bounced off the clouds they exploded and all became three rainbows as they fly at Rainbow Dash, who was backing up, taking a few hits while the rest nearly hit Kaos.

"WATCH IT YOU FOOL!!" Kaos shouted as he scolded Whirlwind, before Luigi came running in blind fear and crashed into Kaos, running over him. Kaos got up, shook his head before he shakes his fist at Luigi and angrily shouted, "WATCH WHERE YOU'RE GOING YA FOOL!!"

Then, a fireball came from Mario and singed Kaos, followed by another fireball from Spyro and Sparx, before Spike divebombed and let out an explosive fireball at the dark portal master.

"Enough!!" Kaos shouted as he was about to conjure the magic symbol, but was stopped when Spyro pulled out another magic item and anvils came raining down and bonked the evil portal master on the head.

The battle was over, and all of the possessed Skylander collapsed, due to exhaustion.

"I don't believe it!" Kaos shouted while rubbing his head.

Spyro chuckled and said, "You better believe it, Kaos. You lost!"

"Oh please, so what if you've managed to beat me and saved Warfang and all of Skylands. BIG DEAL! Soon you'll regret standing after the Syndicate!" Kaos yelled as a portal appeared. "This is far from over! Far, far from over!" He ran into the portal, which vanished after he went in.

"Argh!! That little maniac escaped!" Rainbow Dash snarled.

"At least the Skylanders are free," Spike said when he saw the Sklanders free from Kaos's clutches.

Spyro then went to his closest friends, "Gill! Trigg! You guys okay?" he asked.

"Yeah, we're fine," Gill Grunt groaned as he rubbed his head.

"Same here," Trigger Happy added.

"That's a relief," Spyro sighed. "Okay, let's go."

"But I was hoping to learn some of Skyland's magic," Twilight Sparkle said sadly.

"Trust me," Spyro said. "As much as I'd like an exchange of knowledge between Skyland's magic and Equestria's, now's not the best time."

"It's never a good time," Sparx added.

Spyro continued, "Besides, all of Skyland and Warfang is safe, and we got other worlds to save."

The portal appeared behind the heroes as Twilight sadly agreed, "You're right."

"Come on you guys," Tails exclaimed. "Here we go!"

"Let's do it, to it!" Sonic added, as the heroes all entered the portal.

Chapter 5: Changeling Chaos

After the battle with Kaos, the heroes were later teleported to Ponyville, which appeared to be completely deserted.

"Wow! This is a-ponyville?" Mario asked as he and Luigi looked around, "I can't-a believe this-a place."

"Everyone, stay close," Tails said, "we need to stick together."

"We can't wait to introduce you guys to all our friends" Twilight Sparkle said. "There's Rarity, Fluttershy, Pinkie Pie, Applejack, and my teacher Princess-"

"Uh, Twilight," Spyro interrupted, "where is everybody?"

"Now that you mention it. It is a little bit quiet," Twilight replied as she looked around, "too quiet."

"If all the ponies are missing. The syndicate may have something to do with this!" Tails said.

"And I think THAT confirms it!" Sonic said pointing to a pack of changelings hovering over the heroes with robots, paragoombas, and evilized greebles.

The heroes all got into their battle stances as they prepared to fight.

"Bring it," Sonic said.

And with that, the battle began. Sonic jumped into the air as he curled himself up as a ball and rocketed off every robots in sight. Tails fought off the robots that were surrounding him with his Magic Hand. Mario and Luigi meanwhile, both used a Fire Flower and an Ice Flower to fight off the paragoombas. A paragoomba charged at Mario and tried to ram him, but Luigi was quick enough to freeze the paragoomba before it had the chance. Twilight was blasting the greebles with her magic. She was so caught up in the moment, that she didn't noticed or heard the buzzing sounds of the changelings charging at her from behind.

Spike quickly looked around for something to save Twilight. Then, he quickly saw a crate off watermelon, a platform, and barrel. Without hesitation, he went to work before he shouted, "TWILIGHT!! THINK FAST!!" Twilight looked up in time to see Spike stepping down on one end of the platform, launching several watermelons at her. Twilight ducked down just as the changelings were about to pounce her, only for them to be walloped by the flying melons.

"Thanks Spike," Twilight said, before she went back to fighting off the greebles.

The changelings got up and were about to attack again, only to be stopped by Rainbow Dash, who flies around in circle and generated a tornado, sucking the changelings in and beated them all from inside the tornado, just as it dissipated. A changeling tried to sneak up on her, but Rainbow Dash backhoofed it in face and knocked out. Then more changelings came, along with some more paragoombas and flying robots as they all overwhelmed Rainbow Dash and forced her back down to the ground. Spyro, Sparx, and Spike both came to her rescue as they all breathed fire on the changelings, paragoombas, and robots, forcing them off of the cyan pegasus, allowing her to spread her wings again, just as she was about to hit the ground.

"Thanks guys," Rainbow said, before she turned to Spike and smirked, "How's it feel to actually fly, Spike?"

"It feels....AWESOME!! Whoa!" Spike shouted as he almost stumbled a bit in his Wing Boots.

Rainbow Dash smiled before she sighed sadly, "Scootaloo would've loved that as well...."

"Scootaloo?" Spyro asked.

"It's her adoptive sister," Spike whispered, as they looked at Rainbow Dash who went back to fight while still thinking, 'Stay strong, Squirt. Wherever you are.'

The heroes kept on fighting. But more changelings kept coming back with more reinforcements and more robots.

"Enough already," Rainbow Dash growled.

"SOMEPONY HELP US!!" Spike screamed.

No sooner did Spike screamed for help, a giant lasso came flying out of nowhere and pulled some of the robots, changelings, and greebles into any alleyway, followed by the sound of kicking, punching, and blows. Then, out came a friend of both Twilight and Rainbow.

"Twilight! Dashie!" Applejack cried. "This way!"

"Applejack!" Twilight gasped.

"AJ! Boy are we glad to see you," Rainbow Dash exclaimed.

"No time for a happy reunion, sugarcubes," Applejack said as she turned around and galloped ahead of the heroes. "Now you and you're friends follow me. We need to get to Sweet Apple Acres and pronto!"

And with that, the heroes followed Applejack as she leads the way.

But on the way, they ran into several more robots. The robots all opened fire on the heroes, who all, including Applejack, quickly scattered and raced around the robots to avoid getting hit.

Applejack quickly grabbed a rope and with it, she threw a lasso and snared one of the robot's arm and pulled, just as it shot a laser. The stray beam struck one of the other robots and it exploded. Mario, using his Jumpman skills, was able to avoid all of the shots from the robots, before he jumps over a robot, curls up his body and slams all the way down on the robot. Sonic meanwhile, curled himself up into a ball, while remaining in place, was picking up speed. Luigi then came up to the hedgehog, with his hammer at the ready as he shouted, "FORE!!" With that, Luigi swung his hammer like a golf club and Sonic was sent flying and pierced through several robots that all exploded after the attack.

When the fight ended, the heroes all heard a loud scream in the distance.

"What was that?" Sonic asked as everyone looked off in the distance.

"FLUTTERSHY!!" Rainbow Dash replied as she took with everyone following behind.

"Y'all go on ahead and help Fluttershy!" Applejack called out. "I'll meet y'all back at Sweet Apple Acres!"

"Okay," Twilight replied, while keeping up with the rest of the heroes.

It didn't took long as they made it to Fluttershy's cottage to find trouble. The shy pegasus was tugging on a robot while angrily shouting, "You leave them alone you big dumb meanie!"

The robot only shook Fluttershy off as it advanced on some animals. Fluttershy tried to stop the robot once more, but was blocked by several changelings who all stared her down, making her cowered in fear.

"HEY!!" Rainbow Dash cried out, catching both robot, changelings, and Fluttershy's attention as they all looked in her direction.

Rainbow Dash first kicked the changelings away from Fluttershy before she went to the robot and lands several kicks and punches to it, while saying with every blow, "THAT. WASN'T. VERY. COOL!" She finished it off with a strong punch to the robot's head, before shaking her hoof in pain again.

The rainbow mane pegasus looked as she helped her friend up and asked, "You okay Fluttershy?"

"I'm okay," Fluttershy replied gratefully. "Thanks to you, Rainbow Dash."

Then, Fluttershy quickly noticed the other heroes, besides Twilight and Spike, behind Rainbow and quickly yelped in fear as she shied away from them.

"No, no! It's okay Fluttershy," Rainbow explained. "These are our friends! They're here to help us."

"Oh, okay, um, if you say so," Fluttershy said, still cowering in fear. She's mostly afraid of Spyro the most, since he's a dragon. She quickly saw something behind the heroes and screamed, "LOOK OUT!!"

The heroes all jumped out of the way as more robots came, firing off lasers at the heroes and Fluttershy.

Tails quickly put on his arm cannon and shot a ball of energy at one of the robots and electrocuted it, to the point it exploded. Sonic ran around in circle, along with Rainbow Dash as they both created a tornado and sent some of the robots flying in the air. The two speedsters jumped in the air as they destroyed all of the robots, reduced them to nothing but bolts and tiny scraps of metal. Twilight meanwhile was helping Fluttershy get the animals to safety, by keeping some robots away from Fluttershy and the animals with her horn, when a spider robot jumped down from a nearby tree and latched itself onto Twilight's head, blinding her and causing her shot to be misfired and nearly hitting Rainbow Dash, who took notice and flew in to help Twilight get the robot off of her head. Fluttershy in the meantime was getting the rest of the animals to safety when she noticed a baby mouse lagging behind with an elder mouse. She flies back to help the two mice, when a robot came and towered over her. The robot leaned down as he grabbed Fluttershy who struggled in it's grip and was about to step on the mice, when a fireball came and scorched the robot, forcing it to release Fluttershy and away from the mice. Fluttershy looked up to see two purple dragons, Spike and Spyro, breathing their fire on the robot until it melted, while a sparkling dragonfly came zipping by and picked up the two mice, before flying back to the rest of the animals with the mice.

Fluttershy could hardly believed her eyes, and she thought while looking at Spyro, 'He saved me. That dragon saved me.'

"You alright Fluttershy?" Spike asked while still hovering above Fluttershy in his Winged Boots with Spyro.

Fluttershy nodded as she got up and was about to say something, but was cut off when Tails shouted, "Uh oh! Reinforcements, on the way!"

The heroes all looked to see a swarm of changelings and wasp-like robots flying in their direction.

"Okay, time to move it or lose it, people!" Sonic shouted as he sped off with Mario and Luigi following.

"What he said!" Tails said as he spinned his tails together and took to the air with Spike, Spyro, and Sparx.

Rainbow Dash successfully got the robot off of Twilight's head, before they both took off running with the heroes, the animals, and Fluttershy to Sweet Apple Acres.

The changelings were catching up as many of them rain down on the heroes as green blazing comets, hoping to slow them down, but Rainbow Dash was able to keep them off at bay, with some help from Spyro, Tails, and Mario who had used a Super Leaf to become Raccoon Mario to swat the changelings away with his new tail.

It didn't take long for the heroes, the animals, and Fluttershy to reach Sweet Apple Acres. When they arrived, they found the place surrounded by a magical barrier that fended off the changelings and the robots, while allowing entrance for the heroes.

Before anyone could inquire, Applejack came out of the barn with two stallions behind her. One is a white unicorn with blue mane and tail with light blue stripe, while the other is a red earth pony stallion with orange mane and tail, wearing a horse collar.

"I'm glad y'all are here," Applejack said before she noticed Fluttershy with the heroes. "Fluttershy! Thank Celestia you're okay!" She went up to the yellow pegasus and gave her a hug.

"TWILY!" the unicorn stallion called out as he galloped towards Twilight.

"SHINING ARMOR!" Twilight cried as she and the stallion, known as Shining Armor, ran up and gave each other a hug.

"I'm so glad you're alright little sis," Shining Armor said as he lets his little sister go.

"Feeling's mutual, B.B.B.F.F," Twilight replied cheerfully.

"Huh?" the heroes, excluding Rainbow Dash and Spike, inquired.

"Oh, it means-" Twilight was about to answer when Rainbow Dash interrupted, "Answers later, we've got ponies to save and changelings plot to kick!"

"I honestly can't believe I'm saying this but, Rainbow Dash is right," Applejack agreed, followed by the red stallion who said, "Eeyup."

"But first, let us introduce you guys to my, Big Brother Best Friend Forever, Shining Armor," Twilight said as she pointed at Shining Armor.

"Nice to meet you guys," Shining Armor greeted the heroes.

"And this here is mah big brother, Big McIntosh," Applejack said as she pointed at the red stallion.

He was about to say something when Sonic snickered and said, "Big Mac."

And with that, all of the heroes, except Tails, Spike, Twilight Sparkle and Rainbow Dash, fell in a fit of laughter.

"And what's so funny about mah brother's name?" Applejack asked angrilly. "Why honestly, ah oughta smack y'all upside the head for...."

After being smacked in the face repeatedly by Applejack and a stare from Fluttershy, they all stopped laughing and went back to work.

"Okay everypony, and none of the above, here's the situation," Applejack began. "Chrysalis has taken over Canterlot. She's locked up anypony who's resisted and one of the first to get captured was Princess Celestia and Princess Luna!"

"Oh no!" Twilight Sparkle cried.

"Eeyup," Big Mac sadly agreed.

"With Canterlot under her control, she's also got the Elements of Harmony under heavy guard," Shining Armor added as he explained to Twilight. "As long as she has them, you, Rainbow Dash, and the rest of your friends won't be able to use them to stop her."

"That's not good," Twilight agreed.

"Eenope."

"Big deal," Rainbow Dash said as she hovered to Shining Armor and explained, "We still got a backup plan. You and Princess Cadance defeated Chrysalis and her army before with that love spell of yours. All ya gotta do is get to Canterlot with Cadance and use that love spell, and beat her again with it."

"I hoped it's that simple as well Rainbow," Shining Armor replied before he explained. "But we can't with the Crystal Heart broken."

"WHAT?!" Twilight, Rainbow, and Spike all shouted.

Shining Armor sadly nodded as he explained, "After she took over Canterlot, her changelings, along with some strange creatures and robots invaded the Crystal Empire. They're likely trying to capture the Crystal Ponies since their love and hope are stronger than any other ponies' in Equestria. But during the chaos, the Crystal Heart was destroyed. It's pieces were scattered and Cadance was left, just trying to keep those monsters off at bay while I came here to get help from you and your friends, Twily."

"Of course I'll help, B.B.B.F.F," Twilight proudly replied. "Elements of Harmony or no Elements of Harmony, as long as I'm with my friends, we'll do anything we can to help and save the Crystal Empire once more."

"Uh, actually, I saved the Crystal Empire the last time we were there," Spike explained proudly.

"Whatever," Applejack said, rolling her eyes. "Anyway, here's the plan. First, me, Big McIntosh, Shining Armor, and Fluttershy will head to Canterlot and wait for y'all at the entrance, while all of you go to the Crystal Empire and help Princess Cadance find the pieces of the Crystal Heart and stop those varmints from attacking the empire again. That should disrupt Chrysalis's plans for the moment...."

"And save the Crystal Empire and all the Crystal Ponies!"

"Eeyup," Big Mac agreed.

"Next, you will meet us at the entrace to Canterlot and we will sneak our way into the city"

"And save the captured ponies!"

"Eeyup."

"In all the chaos, we should be able to retrieve the Elements of Harmony and confront Queen Chrysalis at the top of the highest tower and stop her plans completely."

"And save Princess Celestia and Princess Luna!"

"Eeyup."

"Ooh, this is like one of those a-spy a-movie!" Mario said, "Do we a-have any a-secret agents?"

"Eeyup."

"We've already got an agent in the Crystal Empire," Shining Armor explained. "Your mission is to make contact with our agent."

"And how will we know this agent?" Tails asked.

"Don't worry, she's the best one we have. Her code name is 'Agent Pie'.

"Eeyup."

"Wow, a secret agent," Rainbow Dash said, "I wonder who it could be?"

Chapter 6: Crystal Empire Catastrophe

Later, the heroes were on a train, heading towards the Crystal Empire.

"The Crystal Empire is just up ahead, at the end of this rail," Twilight explained. "We should be able to find the secret agent when we get there."

"Well, let's hope this train can get us there fast!" Spyro said as he and Sparx looked outside a window with concern. "The sooner we stop them from attacking the Crystal Empire and restore the Crystal Heart. The sooner we can go to Canterlot and stop Queen Chrysalis!"

"We should keep our guards up," Tails added as he readied his arm cannon. "It's likely they'll try to keep us out of the Crystal Empire!"

And no sooner had Tails said that, when sounds of explosions were heard and the train shook violently a little.

The heroes all stumbled out of their seat before they regained their balance.

"What was that?" Rainbow Dash asked as she hovered in the air.

Then, the heroes all looked up to see a red sparkling light appearing on the ceiling. It leaved a hot trail behind as it moves around to form a perfect circle. The circle piece of the ceiling fell down, revealing several robots glaring down on the heroes.

"You had to ask," Sonic cracked his knuckles as he leaped into the air, curled up as a ball, came onto the roof of the train and kicked one of the robots away.

One of the robots fired a laser at Sonic, but the speedy hedgehog was quick enough to dodge the fire as he leaped in the air and did a back flip, landed behind the robot and kicked it off the train as more flying robots arrived, firing their attacks at Sonic before they landed on the roof of the train and advanced on him, and continued to fire him.

Sonic tried to fight them off, but the rocky movement of the train as it sped through the surroundings of the arctic tundra made it difficult for him to maintain his speed and his balance, while dodging all of the lasers fired at him from the robots. A robot had fired another laser at Sonic, which he was able to dodge, but was enough to get him to lose his balance completely as he fell off the train. Sonic braced himself as he was about to land in snow, but instead, a felt something metallic and leathery beneath him, which he looked down to see he was on an Extreme Gear.

"I thought you might need it," Tails said as he poked his head out of the window.

Sonic smiled as he gave the fox his trademark thumbs up as he said, "Thanks Tails. I owe ya one."

Another shot from the robots on the roof of the train got Sonic's attention as he flies toward the robots on his board and shoves them off, just as more came flying and firing after him, while some crawled through the hole in the roof, the windows and into the coach.

Rainbow Dash was holding some of them off as she reared her hind legs and bucked them out through the window, while Twilight Sparkle looked through her book and conjured up a magical shield to protect herself and her friends.

Spyro flew out of the train with Sparx, and blew out three fire balls at the robots, while Sparx zipped around blew multiple fireballs at some other robots that were coming from behind.

Mario and Luigi meanwhile, where dealing with some robots that were coming into the coach. A robot shot a laser beam at Mario, but the cunning red plumber quickly pulled a yellow cape and magically send the shot back at the robot and caused it to explode. Luigi jumped on every robots in the room, stomping each and every one of them in the process, and they all to exploded.

Spike lastly, was clamping onto a robot's head and was viciously chomping on it, trying to save Twilight. The robot raised it's gun at him and was about to shoot him when he jumped off, resulting it to shoot itself and exploded.

A robot got behind Twilight and pulled out an taser sword and struck the lavender unicorn down.

"TWILIGHT!!" Rainbow screamed, before she got piled on by several more robots.

"MARIO!!" Luigi screamed as he tried to escape from a robot that looked like a trash can, but got sucked in and was trapped in several smaller trash-can looking robots.

"Hang on-a Luigi!" Mario cried as he ran up to fight the robots to free Luigi.

Sonic and Tails were still outside of the train with Spyro and Sparx, fighting with the rest of the robots, so they didn't know what happened inside.

Twilight moaned as she struggled to get up, but the robot kept forcing her down and was about to swing it's taser sword at her again.

"TWILIGHT!!" Spike screamed as he grabbed a magic item from Spyro's bag and flew toward the robot screaming, "NO!"

There was a flash of light, and there Spike stood, holding two pirate swords in blue and yellow auras, and keeping the taser sword from getting any closer to Twilight.

Twilight woke up to see Spike in a sword fight with the robot, both trying to get the upper hand. The battle ended when Spike leaped in the air, swung his twin swords down and sliced through the robot's taser sword, and the robot itself as it exploded.

"Spike..." Twilight gasped. "That was...."

"SO AWESOME!!" Rainbow finished while making her famous /)^3^(\ face.

"Don't mention it," Spike said as he put the swords away as Spyro, Sparx, Sonic, and Tails came back into the train to join with the rest of the heroes, just in time as the trash can looking robot spat Luigi out and fled with its smaller counterparts.

"Dr. Eggman's toys are packing it up and leaving," Sonic explained as he got off his Extreme Gear. "Think we scared them off?"

"I don't think so Sonic," Tails said. "It's likely they were called away for something. But we'll worry about that later. Right now, we need to worry about getting to the Crystal Empire and helping Princess Cadance and the Crystal Ponies."

"You're right," Twilight agreed as she looked outside the window of the train to see the Crystal Empire over the horizon. "Hang on Cadance. We're coming."

The train continued its journey, without being attacked by anymore robots.

At last, they reached the Crystal Empire. And found trouble.

As the heroes got off the train and onto the platform of the station they arrived at in the Crystal Empire, they looked around to see chaos in the streets everywhere. Robots, changelings, Goombas, Shy Guys, and Koopas were everywhere chasing down panicked civilians of the empire. Several crystal ponies, pegasus, unicorns, and earth ponies, all clad in armors were all charging into battle, with spears at the ready, and horns glowing, ready to fire.

The heroes watched as lasers, bombs, spears, and shells were flying everywhere as the battle was raging on, both sides trying to emerge victoriously.

As another bomb went off, the heroes quickly ducked behind a wall.

"Wow," Sonic gasped as he looked around. "So this is the Crystal Empire. Rouge, Knuckles, and maybe even the Chaotix would've loved to see this place, if only it weren't being overrunned by Dr. Eggman's army of tin men, little fungus-looking monsters, lame turtles, and mutant, swiss cheese bug-like ponies."

"To be honest," Rainbow Dash commented. "I kinda wished it was King Sombra again."

"Shh….keep your voices down everpony," Twilight whispered, while looking around from their hiding spot. "The changelings may not know we are here yet. We don't want to give ourselves away, until we find Agent Pie."

Suddenly, out of nowhere, Pinkie Pie came bouncing out.

"Hey Twilight! Dashie!" Pinke Pie screamed happily. "Don't tell anypony. But Shining Armor made me a secret agent!"

"Pinkie?" Twilight, Rainbow, and Spike all shouted in unsion, before they saw some changelings coming.

"PINKIE PIE!!!" Twilight screamed. "WATCH OUT FOR THOSE CHANGELINGS BEHIND YOU!!!"

But too late. Pinkie Pie tried to escape, but the changelings were able to catch her and placed her inside a capsule that was made by Dr. Eggman.

"Pinkie Pie!! NO!!" Twilight screamed as her horn glowed in it's usual magenta aura before firing off a laser that destroyed the capsule and set Pinkie Pie free.

"Yeah!" Pinkie Pie cheered as she bounced around. "I'm free, I'm free!"

But the moment was short lasted when she landed in a puddle of green goo and was stuck in it.

"Dang it," she said gloomily.

Worse still, a robot was chasing a crystal mare when it came to a stop and noticed Pinkie stuck in the green puddle. It quickly changed direction as it advanced on Pinkie Pie, who struggled to break free from the puddle.

"Oh no you don't!" Rainbow Dash growled as she took to the air and charged at the robot, but was intercepted by a changeling that came out of the sky as a green fireball and shoved Rainbow Dash away.

The robot was able to capture Pinkie Pie, who wiggled around in it's grip, laughing, "Hehehe, that tickles."

"PINKIE! HOLD ON!" Twilight shouted as she used her magic to stop the robot in it's track, but then, a bomb was thrown and blasted Twilight away, thankfully, into a cart of crystal berry pies. Twilight got up with crystal berry juice dripping all over her as she looked to see the robot running off with Pinkie Pie.

"PINKIE!!" Twilight got up as she tried to gallop after the robot but she slipped on some crystal berry juice and fell back down.

Spike, together with Spyro, Sparx, and Tails all flew after the robot, but were stopped by several Bullet Bills flying at them. Spyro blew several fireballs and they all exploded, upon collision with the Bullet Bills, giving them a clear path once more to see the robot, about to go through a portal.

"PINKIE!!" Rainbow Dash kicked the changeling off of her as she flies and grabbed the robot by the leg, with Spyro grabbing onto her tail, with Spike grabbing onto his leg, and Sparx grabbing onto his tail, all grabbing a hold of each other, preventing the robot from entering the portal.

The robot turned one of it's arm at Rainbow Dash, changed it into a cannon and blasted both Rainbow Dash, Spyro, Spike, and Sparx off, allowing it to enter the portal with Pinkie screaming, "DAAAAAAAASSSSSSSSSHHHHHHHHIIIIIIIEEE!!!"

Rainbow Dash could only look on with her mouth agape, her eyes widen and pupil shrunken to the size of a dot. She could only shut her eyes with tears leaking as she arched her head up to the sky and screamed, "NNNNOOO-"

Her scream stopped midway as she and the heroes around her noticed that the portal was closing midway when a pink hoof poked through and struggled to keep the portal from closing, and Pinkie Pie stuck her head out screaming, "It's okay Dashie! I can get ou-"

Pinkie was interrupted when the robot's arm reappeared from behind Pinkie Pie and pulled her head back in. The heroes watched as a struggle broke from within the portal. Whatever it is Pinkie Pie was doing, it was giving the portal a hard time closing up, as they hear her giggling and squealing, "Help! Eek! Ahahaha. Okay! Ow! Ahahaha. Stop it! Th..that...it tickles. Dashie, you have... Ahaha! Rainbow Dash. Aha! Help! Ouch! Hey! Dash! Ouch! Hey! Dashie! Dow! Ouch! Hey! Rainbow Dash!"

Without another word, the portal closed up completely, leaving Rainbow Dash back to screaming, "NNNNNNNOOOOOOOOOOO!!"

"Little help here!" Sonic called out.

Rainbow Dash and the heroes around her, turned their heads to see Sonic and the rest of their group, all fighting off the rest of the robots, changelings, and koopas in the Crystal Empire.

Spyro and Sparx already left, while Spike stayed behind with Rainbow Dash and said, "Come on Rainbow Dash. We've got to help them!"

Rainbow Dash only sat down with her head low to ground and guilt in her eyes.

Spike only walked up to face her eye-to-eye as he explained, "Don't worry Rainbow Dash. We'll save her. We just need to stick to the plan. We'll run these goons out of the Crystal Empire, restore the Crystal Heart, and then, we'll go to Canterlot to meet up with Applejack, Fluttershy, and the guys. Then we'll find Pinkie Pie and the rest of our friends there."

Rainbow Dash's fighting spirit returned as her face's gloomy expression became a serious one as she spread her wings and screamed, "FOR FRIENDSHIP!!"

With Rainbow Dash out of her funk, everyone were able to help the Crystal Guards fight back their enemies and were turning the tide.

Several robots were putting the Crystal Ponies they were able to capture inside some pods, but Sonic and Tails quickly came to the rescue and destroyed the robots. Tails quickly went to work, breaking the ponies out of the pods, as he opened up the control panel and started to do a lot of rewiring, while Sonic kept the robots away from his friend.

The robots all suddenly unsheathed swords out from their arms as they charged at the speedy hedgehog, who didn't hesitate to use his Extreme Gear to fight back with and to shield him from the blades.

"Sonic!" Sonic turned to see Tails throwing, what appeared to be a cylinder block. "CATCH!"

Sonic quickly caught the object, before he kicked a robot's head off, while asking, "What is it?"

"It's your weapon!" Tails replied quickly as he cut a wire off.

"A weapon?"

"Just press the button!"

Sonic looked again and saw the button, just as a robot swung its sword and cut off a bit of Sonic's quills off.

"HEY!" Sonic angrily shouted as he got in the robot's face. "Watch the quilldo!"

Another robot came and kicked Sonic off of its companion and his Extreme Gear was sent flying away from him. The robot quickly swung its sword at the hedgehog who quickly pointed one end of his object, with a hole, at the robot as he pressed the button, and a long sharp blade quickly thrusted itself out and stabbed the robot through like butter.

"Oh you're in so much trouble," Sonic smirked as he held the sword in his hand and with it, all of the robots have been cut down to size, literally.

"Brings back good old memories," Sonic reminisced as he recalled his adventures in the book, King Arther and the Knights of the Round Table.

Elsewhere, in the Crystal Empire, Mario and Luigi were fighting off several Goombas, Koopas, Bob-Ombs, and Lakitus.

One of the Goombas charged at Mario, who jumped up and stomped it flat on the ground, while a Hammer Bro threw several hammers at the Mario Bros., which had quickly countered by using a Super Leaf to become, Fox Luigi, and deflect the hammers back at the hammer bro with his tail.

Mario quickly jumped on a Koopa and sent it flying out of it's shell and into a Bob-Omb, and the two exploded upon collision. With the empty Koopa shell in hand, Mario threw it to a wall, and the shell bounced off towards another wall and bounced off again as it knocked all of the Goombas, Koopas, and Bob-Ombs out.

The Mario Bros. looked up to see the Lakitus all throwing spiked balls down at them. The Mario Bros. dodged the ball, and looked to see the balls uncurled and revealed themselves to be monsters with spiked shells called Spinies. The Spinies crawled after the Mario Bros., but Mario and Luigi both did a ground pound together which sent a powerful shockwave that knocked all of the Spinies onto their shells, revealing the exposed part of their body, allowing Mario and Luigi to jump on them, defeating them.

The Lakitus started throwing more spike balls at the Mario Bros., but this time, Luigi quickly pulled out a device that looked like a vaccum cleaner, called the Poltergust 5000, and with it, he vaccumed up all the spiked balls and fired them at the Lakitus, knocking them off of their clouds, defeating them.

"Oh yeah," Mario and Luigi said together as they did a pose and finished it with saying, "We're the Mario Bros."

The crystal guards were fighting off some changelings, when several more came with some robots and all shot green sticky slimes that glued the guards helplessly to each other or to the ground, as they can't move any parts of their body. They were about to be captured and taken away, when red hot stream of fire bursted out of nowhere and singed the changelings and the robots. The changelings shook the ashes off as they and the robots all turned to see Spyro charging at them with his horn in a fiery aura, in the shape of an ibex's horn.

"Watch out!" Spyro began as he sended a robot flying before he turned around and took to the air, "Cause I'm all fired up!"

Once at the peak of his climb, he opened his mouth up with fire flaring inside as he drop back down with his nose pointing towards the ground, his wings wrapped by his side. At the last second, he opened his wings and became airborne. But not before he released a fireball from his mouth that exploded upon impact with the ground, and accompanied by a tailwind that came down with Spyro, caused the fires to spread across the ground like that of a shockwave and blasted all of the changelings and robots away. With his enemies gone for the moment, Spyro landed back to the ground as he breathed fire on the slimes and freed all of the crystal guards who thanked him gratefully after they were freed.

Up in the sky, Rainbow Dash was in a heated battle with the changelings, flying robots, winged Goombas called Paragoombas, and winged Koopas called Parakoopas.

While the Paragoombas and Parakoopas are easy to beat, since they lose their wings very easily with just one hit, the robots and changelings were another story as they all charged and attacked Rainbow Dash from every directions.

Rainbow Dash kicked a robot away as it was flying towards her. Then another came, but Rainbow Dash was quick enough to grab it with her hooves and flung it into another robot and they exploded.

But without warning, Rainbow Dash was hit from something behind. As she turned to look, a black hoof with holes punched her in the face, followed by an uppercut before she was kicked to the stomach.

Rainbow Dash panted as she felt all of the wind were knocked out of her. Without another second to give her a break, the changelings all dive bombed at her as green flaming comets, forcing her to the ground.

Twilight was blasting several robots when she saw her friend in trouble. Without hesitation, Twilight charged her horn and released a huge magenta magic beam, that got all of the changelings off of Rainbow Dash, who quickly spread her wings out as she slowly landed safely back to the ground.

"Thanks Twi!" Rainbow Dash's eyes widen when she caught sight of something before she flung herself at Twilight screaming, "LOOK OUT!!"

A Bullet Bill narrowly missed the two mares as it flies past them and exploded off in the distance. The two looked to see robots carrying guns and cannons, firing lasers and bullet bills at the two mares, who wasted no time as they galloped off in seperate directions, avoiding every ammunitions being fired at them.

The robots kept firing until a tiny yellow spark came zipping by before it stopped in front the robots, who all looked at it to see it was none other than Sparx, who made faces at them while taunting, "Nah-nah-nah! You can't catch me."

The robots all opened fire on him, which he of course zipped around, avoiding their attacks while saying random stuff like, "Missed me! Missed again! Three strikes! You're all out!"

The robots all ended up firing at each other and it sent off a chain reaction. A bullet bill was misfired by one of the robots. It flew into a flying robot and exploded, sending pieces of the robots to rain down and landed on mainly the changelings, Koopas, Lakitus, Shy Guys, and some robots. One of the changeling was hit on the head by a piece from the robot and it spiraled out of control and landed in a cannon, where Spike was as he had loaded several amunitions inside the cannon and lit up, firing the changeling and several random objects with it at the rest of its comrad.

As the heroes fought on, they were able to drive their enemies back as they retreated. The Crystal Ponies all cheered happily in their moment of victory.

"Yeah we did it! The Crystal Empire is saved!" Twilight cheered.

"Twilight!" a voice called out.

The heroes turned to see a pink alicorn, with shades of purple at the tip of her wings, yellow, pink, purple stripes in her mane and tail, flying towards the heroes, mainly Twilight.

"Cadance!" Twilight cried happily, as she and the Cadance ran up to each other and did a little dance while reciting, "Sunshine, sunshine, ladybugs awake! Clap your hooves and do a little shake!"

The two shared a laugh together before Cadance turned to the rest of the heroes.

"Greetings, heroes," she said with a curtsy, who all returned it as they each bowed their heads to the princess. Cadance stood up as she began, "I cannot tell you all how grateful I am for all your heroic deeds."

"It's nothing," Rainbow Dash began, before she had a smug expression and stated, "Although, I am awesome!"

The rest of the heroes all cleared their throats as she turned to see them glaring at her.

Sonic and Tails stepped forward as Sonic began, "You can thank us with couple of chili dogs and maybe some..."

"SONIC!" Tails quickly covered Sonic's mouth as he began, "You can thank us later, your highness. As I recall, Shing Armor said there's this Crystal Heart that needed to be restored before we can move on to Canterlot and save everypony and all of Equestria."

"You're right," Cadence said as she explained. "The Crystal Heart was destroyed by one of those monsters when they attacked the empire. It's pieces were scattered and we need to find them if we're ever going to keep the Crystal Empire safe once more. And I'll see to it that not another changeling or Queen Chrysalis to be prescised would try to sneak into the empire and break it again."

"One question though," Rainbow began, "How are we going to find them? They could be anywhere! Here in the empire! Somewhere, out there in the Arctic North! Or maybe even out of Equestria!"

"I hate to say it," Twilight panicked. "But Rainbow Dash could be right! What if they're gone forever? What if it takes us all day, or a week, or maybe even a month, or even longer than a year or two to locate all of them! By then, Chrysalis would've ruled all of Equestria or maybe the entire world with the Syndicate. The end of the magic of friendship and life as we all know it! It's a catastrophe....CATASTROPHE I TELL YOU....CATASTRAPH-"

Cadance placed a gentle hoof on Twilight's shoulder as she explained, "It's okay, Twilight. They haven't gone far."

"Oh," Twilight sighed as she became calm. "Well, why didn't you just say so in the first place?"

Cadance ignored the question as she explained, "As princess of the Crystal Empire, I have the power to locate the Crystal Heart, including its pieces, if anything were to happen to it. The Crystal Heart's pieces are still here, somewhere in the Crystal Palace."

"Then what are we doing standing around here for?" Sonic exclaimed as he took off, "Let's find those crystal pieces already!"

The heroes, all split up and searched for the missing pieces.

Twilight Sparkle looked in the library, while Rainbow Dash flew up in the air to scout around the empire for pieces of the Crystal Heart from above.

Tails flew around above the rooftops of multiple houses, hoping he could find a piece on one of them.

Sonic was running around the streets, checking every places where a piece of the Crystal Heart could've been hidden in, such as a trash can, a tiny crack, under a bench, a bush, even under somepony's bed.

Spyro was flying around in the Crystal Castle, looking through every room, and using every bit of treasure hunting skills he know to find one of the pieces, but like the rest of the heroes, he wasn't having much luck.

Spike was in the fields with Sparx. The little dragon was digging around as he looked for a piece of the Crystal Heart, with Sparx to help light up his way in case he had to dig deeper underground.

Mario and Luigi were also in some part of the Crystal Castle. They checked through every furniture, every trinkets, and every little spaces with Luigi's Poltergust 5000 to find one of the pieces.

After what felt like hours, the heroes, each found a piece of the Crystal Heart.

Twilight, coincidentally, found a piece inside a bookshelf.

Rainbow found one at the top of the Crystal Castle.

Sonic found another when he tripped on it, while running through the streets.

Tails was able to locate another piece, inside a chimney.

Spyro found another piece that was among one of the crystal jewels on a crystal chandelier.

Spike and Sparx both found another when Spike was digging his way up and he ended up inside a Crystal Empire bakery, where both he and Sparx found the next piece inside a cannoli.

Lastly, the Mario Bros. found a piece inside a Crystal flugelhorn, and sucked it out with Luigi's Poltergust.

The heroes all met up with Cadance as they brought all the pieces together at the Crystal Heart's original resting place, at the base of the Crystal Castle. As the pieces were all coming together, the Crystal Heart was starting to become whole again. But when the heroes put in the last piece in their possession....

"There's still one piece missing," Cadence said.

Just as Rainbow Dash was about to enter in another state of drama and Twilight was about to panic again, Mario came out of nowhere, eating a crystal berry pie.

"Mario!" Luigi yelled. "How can you eat at a-time a-like a-this?"

"Eating helps me a-think a-Luigi," Mario said as he took another bite. But then, something cracked inside his mouth. "Something is a-crunchy in my pie!"

Mario spat something outside of his mouth and into his hand, which revealed to be….

"The last piece of the Crystal Heart!!" Twilight yelled happily as she levitated it from Mario. "Thank you."

At last, the Crystal Heart was complete.

After that, all of the Crystal Ponies came out from their hiding place and recharged the Crystal Heart which formed an invisible barrier surrounding the empire.

"Yes!! The Crystal Empire is safe once more," Twilight Sparkle cheered.

"Thank you, Twilight," Princess Cadence said as she came up and embraced the lavender unicorn. "You and your friends have saved the empire once again."

"Now that that's over," Rainbow Dash began, "Next stop is Canterlot!"

"Right!" Twilight Sparkle released her embrace as she looked at Princess Cadance and asked, "Will you be alright protecting the empire?"

"Don't worry. The Crystal Empire will be fine, Twilight," Cadance explained. "You and your friends must hurry and get to Canterlot first and stop Chrysalis. I'll join you all once I've gathered my troops. Now go."

And with that, Princess Cadance conjured up another magic from her horn and created a portal that will take the heroes to Canterlot.

"Princess Celestia! Princess Luna! Pinkie Pie! Everypony and Crystal Ponies! Hang on! We're coming!!" Twilight Sparkle said as she jumped into the portal headfirst.

"Let's go kick some changeling's blank flank!" Rainbow Dash cried as she followed dived into the portal.

And with that, the rest of the heroes all jumped into the portal.

Chapter 7: Canterlot Rescue

The heroes came out of the portal, and found themselves at the entrance to Canterlot, and Applejack, Fluttershy, Shining Armor, and Big Mac were waiting for them.

"Twilight! Rainbow! Spike!" Applejack gasped as she galloped up to the three. "I'm so glad y'all made it!"

Fluttershy sighed in relief as she galloped to the heroes, "Thank goodness you're okay."

"Well, we're awesome," Rainbow said proudly. "What do you expect?"

"You're not hurt too bad," Rainbow turned her head to see that Fluttershy was talking to Spyro. "Are you?"

"I'm fine," Spyro walked past Fluttershy, who still kept looking at him over.

"Anyway," Twilight began, "The Crystal Empire is safe and free of Syndicate Troops. Princess Cadance should be coming with some troops in a little bit. Until then, let's get started and free those ponies in Canterlot before Chrysalis can drain anymore magics from them. But most importantly, we gotta save Princess Celestia and Princess Luna!"

"You're right. Let's get a move on partners," Applejack then waved a hoof as everyone all followed her into Canterlot.

The heroes all sneaked around the city as they headed toward the castle, while avoiding unwanted attentions from the changelings, robots, and other Syndicate troops patrolling the city.

At last, they reached the castle.

Applejack slowly peeked her head around the corner of a wall and looked at the front gate.

"Darn," she muttered. "The gate is too well guarded."

"Well how else are we going to get in?" Twilight asked.

Spike looked around and motioned everyone to follow him.

"This way," he whispered as he lead them to a wall.

Spike's winged boots silently flapped their wings as they elevated him up, just a little to peek over the wall, before he replied, "Coast is clear."

Everyone all got over the wall and climbed down on the other side. The heroes later found themselves in the castle's garden as they sneaked their way through the trees, bushes, and several statues in the area before entering the palace labyrinth, where they came face to face with a familiar face.

"Discord!" Twilight, Rainbow, Applejack and Spike all gasped, while Fluttershy just squeaked in pure terror.

"Who?" the rest of the heroes, except Tails, Shining Armor, and Big Mac asked.

"Discord," Twilight explained as she pointed to the statue of the frozen draconequus before them. "He's the spirit of disharmony, and former ruler of Equestria before Celestia and Luna. Like his name, he's trouble."

"Trouble with a capital T!" Rainbow Dash added. "We have a history with him we don't feel like telling. But all we can say is, with the Elements of Harmony, we beated him and he's right here now as a statue."

"Meaning he can't hurt us if one of us do something like this!" Spike quickly climbed up the petrified draconequus as he looked at him in the face and made several faces while taunting, "Not so tough now that you're stone huh?"

And with that, he blew a rasberry and wagged his tail in the draconequus's face, causing the heroes to all laugh. Until Applejack got everyone back on track. "Ok, enough of this fun and laughter, let's get going."

The heroes left Discord as they continued making their way through the labyrinth, up until the reached another entrance into the castle that was only guarded by a few changelings.

"Now how are we gonna get inside the castle?" Tails asked.

Twilight looked around, and an idea came and she said, "I have a plan. But can all of you keep your eyes closed?"

"Sure," everyone replied.

Twilight begins by using her magic to levitate a rock to come over to her, and then, she began hexing it with a spell. Then, she whistled to catch the guards' attentions before she levitated the rock in front of them.

The guards all fell under Twilight's spells as they now have greediness in their eyes.

"MINE!!!" they all screamed as they fight each other for the rock.

"Nice going with the Want-it Need-it Spell, Twilight!" Spike said.

"What can I say?" Twilight said. "Works every time."

"Alright, gang," Tails said, "Time for action!"

The heroes all made their way into the castle, completely unnoticed, until at last, they reached the dungeon.

"We made it," Spike cheered.

"Yeah, but now we need to free all of the ponies" Spyro said. "We can't let the Syndicate collect any more energy from them."

"No, of course we can't!" Fluttershy shouted, just a little bit quiet. "Those big dumb meanies!"

"But how do we do it?" Twilight asked.

"Perhaps, I could be of assistant," called a voice.

The heroes all turned their heads in the direction of the voice and looked as a figure slowly stepped out of the shadow, revealing itself, "Princess Luna!"

"Princess Luna!" Twilight cried as she ran up to the dark alicorn. "I'm so glad to see you....What's wrong? Are you alright?"

"Don't worry about me, Twilight," Luna gasped hoarsley, "I'll be fine. But we must free the ponies. Chrysalis must not be victorious."

"And, just how are we gonna do that?" Rainbow Dash asked.

"There are some secret passageways, that Chrysalis was not aware of," Using a bit of her magic, Princess Luna conjured a small parchment that showed the route of several hidden paths. "Once you've freed the ponies from their prison, we will use these passageways to allow them to escape through."

"That ought to do it!" Spyro exclaimed.

All of the heroes were about to put their plans into action until….

"Wait, what's that a-noise?" Mario asked.

Everyone all looked around, until they spotted Pinkie Pie screaming from inside a green goo cocoon.

"PINKIE PIE! Hooray!" Spike cheered, "Don't worry! We'll get you out of there in a jiffy."

"Make it fast…….Twilight," Princess Luna began to cough more roughly.

"Don't worry Princess. We'll get everypony out here before you can say 'Friendship'!"

But just before the heroes can begin their mission, some changelings appeared from out of nowhere, along with robots and some armored Koopas known as; Koopatrols.

Princess Luna stepped forward, as she faced the Syndicate troops.

"Well, Princess Luna," one of the changelings began. "We captured your sister, but somehow, you managed to escape our clutches. Until now."

"Stand down heroes," Luna began, as she slowly got into a fighting pose. "I'll hold them off. You all must help free the ponies and out through the path I've revealed to you."

With that, the heroes all left to unlock several cell doors, cutting down cocoons, as they freed the ponies.

Mario and Luigi both used a boomerang flower to turn themselves into Boomerang Mario and Boomerang Luigi. And with the new powers they've received, the Mario Bros. are able to throw multiple boomerangs at the cocoons, hanging from the ceilings, causing them to fall to the ground, where they burst open upon impact and freeing the ponies.

Sonic used his sword to cut the cocoons open, while Tails used a wrench from his satchel and used it to break several cell doors open.

Spyro charged at some more cell doors, with his horns in engulfed in a fiery ibex horn-shaped aura, breaking the doors in the process, while Sparx flew inside the locks and breaks them from the inside, unlocking the doors.

Twilight meanwhile, skims through a book until she finds the right spell, and with it, freed Pinkie Pie.

"Yay, it's good to be free!" Pinkie Pie cheerfully stated while floating in midair, before she falls down and lands perfectly on her hooves. "Now let's go and the rest of the poor unfortunate souls!"

"Lead the way Pinkie!" Twilight said.

The heroes, Princess Luna, and some of the ponies all followed Pinkie Pie as she takes them to another room where there are more ponies trapped within cages and cocoons. Among them, was Rarity.

"Hold on Rarity!" Spike began as he charges at her cocoon. "I'll save you!"

The heroes were about to charge into action, but then, several more changelings came out of nowhere with some robots, koopas, paragoombas, along with some new enemies; Propeller Rhynocs, a Buffalo Beetle, and Boos.

Princess Luna was about to fight them off, but due to her condition, she wasn't in any state for a battle.

"Rest easy your highness," Shining Armor said. "We'll take it from here."

"Eeyup," Big Mac replied.

The heroes and the enemies both charged at each other and a raging battle ensued.

Luigi was dodging some attacks from some koopas as they were charging at him and attempting to bite him, but with the power of the boomerang flower still intacted, he fought them off by throwing several more boomerangs. He was doing good until the boos merge together to become one big Atomic Boo, which scared Luigi, and resulted him in screaming and running in fear and crashes into a wall, losing his boomerang power.

Mario then brought out his hammer which he uses to smash a koopa into its shell before he bats it away like a croquet ball at the Atomic Boo. This causes the Atomic Boo to fall apart and become just several boos. The boos all tried to hide but were sucked up by Luigi as he took out his Polturgust 3000.

Sonic and Tails both fought off the robots with some serious teamworks. Tails kicked a robot and caused it to stumble backward as it loses balance and crashes into another robot Sonic had fought off. One of the robots tries to fire a laser beam at Sonic, but Sonic uses his sword to deflect the laser into a robot that Tails was fighting with. Then, both Sonic and Tails hold onto each other's hands and both did some more teamwork. Sonic spins Tails into a robot, which Tails sticks his foot out and kicks the robot. Then, Tails repeated the same action with Sonic, who kicks another robot. Then, the hedgehog and fox both performed a spin dash together, called the Rolling Combo.

Mario and Luigi both saw the teamwork done by both the hedgehog and fox.

"C'mon a-Luigi," Mario began as he and Luigi both got into position. "Let's a-do this!"

"Oh no!" Luigi wailed, as he and Mario both rolled into a ball and squashed everyone enemies they crashed into. At last, both of the bros. break free from their ball form, with Luigi waving his head back and forth.

Then, a huge robot that resembles a giant spider came out of nowhere scared the Mario Bros. as it wraps Tails into a cocoon of web(a reference to E-122-Psi), Sonic however came to Tails's aide, after he spin dashes into the robot spider and cuts the fox free, he destroys the robot with his sword by stabbing it, through its core.

Twilight was busy zapping all of the cocoons and cages that kept all of the ponies contained. Suddenly, some changelings came crashing down on her in the form of green fiery comets. Twilight begins fighting them off on her own, as she kicks some of them and blasting a few with her magic. A changeling charges its horn in a green aura as it charges after her, blasting several green fireballs, but Twilight quickly uses her telekinesis to hex her spellbook into a boomerang and send it flying towards the changeling's legs and causing it to trip and fall, before she caught the book with its magic, and chanted a spell shooting a magic fireball from her horn at the changeling.

Then, she looked to see Rainbow Dash being overwhelmed by some changelings that outnumbered her and Pinkie Pie. Pinkie Pie blasted some with her party cannon, but a few more came and sucked a piece of her energy.

Twilight came to help out, along with Applejack, Shining Armor, and Big Mac after she teleported and uses a magic to restore Pinkie Pie's energy. Then, she, Rainbow Dash, Spike, Big Mac, Shining Armor, Pinkie Pie, and several other freed ponies both took out all of the changelings with the combination of both magic and teamwork.

Fluttershy, meanwhile was hiding behind pillar, as she watched the entire battle being unfold. Spyro was blasting several fireballs at the enemies, with Sparx's assistance, as he fired more fireballs, at some unexpected enemies. The two kept this up until a Buffalo Beetle came up from behind and caught the young dragon by surprise with its giant claws and slammed him into a wall. Sparx tried to save his best friend, but then, a Propeller Rhynoc caught him in an empty glass jar.

Fluttershy watched in horror at the helpless dragon and dragonfly, until at last, she couldn't take it anymore and screamed, "Let him GO!!"

With that, flying at a speed the rivals Rainbow Dash, she slammed her hoof onto the Buffalo Beetle's claw, hard enough to force it to let Spyro go, before she stared intensely into the bug's eyes, saying, "You should be ashamed of yourself, attacking the purple dragon like that. He didn't do anything to you, and you still wanted to hurt him. If I were you, I'd leave now, or you'll have to deal with me!"

The Buffalo Beetle whimpered as it nodded its head in acknowledgement, before it fled like a scared dog. Fluttershy then turned around as she helped Spyro up, "Spyro, are you alright?"

"Yeah, I'm fine," Spyro replied, as he placed a wing on the pegasus's shoulder and smiled, "Thanks for the save back there."

Fluttershy couldn't help but smile as she hid her face behind her mane and blushed.

"Hey Spyro! GET ME out," the rhynoc that was keeping Sparx prisoner smacked the dragonfly in the head, knocking him out, before he had the chance to fully scream out for help.

"Sparx!" Spyro quickly spread his wings as he charged at the rhynoc and knocked him back into a wall, while releasing Sparx, from the jar. The dragonfly was still unconsious as Spyro carefully placed him in his paw.

"Oh, the poor thing," Fluttershy exclaimed sadly as she looked at the little dragonfly.

"Don't worry," Spyro replied. "He's a spunky little guy, he'll be alright."

"Maybe, um, if you don't mind that is, I could hold onto him for awhile," Fluttershy then looked to the ground while shuffling her hoof to the floor, "If that's okay."

"Uh, sure okay. He's all yours," Spyro carefully handed Sparx over to Fluttershy, who gently tuck the little dragonfly under her wing and began carrying him around, as Spyro resumed his part in the battle.

After defeating the wave of enemies, the heroes were able to release all of the ponies, before Twilight restores all of freed ponies of their energies. Spike meanwhile, took out the Ghost Pirate Swords and used them to cut Rarity free from her prison.

"Oh! It's good to be finally out of that tight and uncomfortable cocoon!" Rarity complains. "They really have no sense of treating a lady such as myself! Still, I cannot tell you all how grateful I am for coming to the rescue."

"Well, it was nothing," Spike blushed, before Twilight exclaimed, "You can thank us later! But we still got ponies that needed to be saved.

"But of course, darling. They're all just in the next room, with Sweetie Belle, and the rest of Cutie Mark Crusaders," Rarity explained.

"Thanks, Rarity," Twilight said. "We'll take it from here. You go with Applejack, Fluttershy, Big Mac, and Shining Armor, and get the other ponies through those hidden passages."

"Oh," Fluttershy said quietly. "But I want to stay and help out."

"Trust me Fluttershy," Rainbow Dash replied. "We'll be fine. But I'm sure AJ and the others will need your help the most."

"Oh, okay," the yellow pegasus began to walk away, defeated, while looking back at Spyro, briefly, before she turned away.

"Okay gang," Sonic cried. "Let's do it to it!"

After that, the heroes left all of Twilight's friends, except Rainbow Dash and Spike, and family to lead all the freed ponies out of the room, while Pinkie Pie and Princess Luna continued to lead the heroes to the next room.

Some Koopas, Goombas, and robots tried to stop them, but like before, they were defeated.

At last, they made it to the other room. It has a few earth ponies, Pegasi, and unicorns trapped inside cages, but has a majority of Crystal Ponies imprisoned inside the cocoons. Among the captured ponies are Zecora and the Cutie Mark Crusaders.

"I'll a-get them!" Mario said as he runs towards the cocoons that kept Crystal Ponies, before he jumps two times while moving, and somersaulted after the third jump, which allows him to reach higher into the air and was able to grab onto a cocoon at the last second. Then, he took out a fire flower and used its fire power to burn away the other cocoons; freeing the Crystal Ponies.

Meanwhile, the other heroes, Princess Luna, and Pinkie Pie helped out all of the other ponies from their prison, before leading them to another secret passage in the room, after restoring their energies before they free Zecora and Big Mac.

"Let's get out of here!" one of the ponies said.

"Oh, we're gone!" a brown colt with a spinny second, and they all bolted out of the castle.

"Yay! You've freed everypony and all our friends," Pinkie Pie smiled. "Princess Celestia will be with Queen Chrysalis. They're through this door."

"Allow….me," Princess Luna said weakly as she opens up the door.

But before the heroes could continue any further. A voice called out, "HEY! Wait for me!"

The heroes all turned to see Sparx, awake, catching up. The dragonfly stopped shortly to catch a breath before he began, "Don't think you guys are gonna fight the big boss without me, are ya?"

"No way," Spyro replied. "I'm glad to see you're better Sparx."

"Hey c'mon. Y'know me better than that, Spyro. A world without me, is a world that's not you."

"Huh?"

"Nevermind. C'mon, let's go kick some evil Horsefly's butt!"

But just as the heroes could continue.

"Hold on there y'all!" Applejack called out.

The heroes all turn around to see Rarity and Fluttershy coming into the room and joining up with Applejack and Pinkie Pie before they came up to the rest of the heroes.

"What are you girls doing?" Twilight Sparkle asked.

"We thought about it," Applejack explains, "And we decide to help you save Princess Celestia and stop Queen Chrysalis."

"Thanks girls," Twilight smiles.

"Right! Now that we've a-saved the a-ponies, it's a-time a-to find a-Queen a-Chrysalis!" Mario said with his hammer ready.

"We're coming to save you, Princess Celestia!" Twilight Sparkle said.

"Sister!" Princess Luna gasps weakly before she collapses, and breathes heavily.

Then, Zecora came.

"Zecora!" Twilight said, "Can you watch over the princess for us?"

"Yes of course," Zecora said, as she bends down to treat the princess's illness.

"Tia….Tia….T…i…..a," Princess Luna hoarsely said before she collapses.

"Looks like we're doing this for Princess Luna too!" Rainbow Dash said. "Alright everypony. Let's go!"

And with that, all of the heroes ran up the stairs to save the princess.

Chapter 8: Queen Chrysalis Abdicated

The heroes made it up to the top of the tower, where they find Queen Chrysalis torturing Princess Celestia by absorbing more of the princess's power.

"I've tried being reasonable with you princess!" Queen Chrysalis said. "And I've tried being unreasonable! Yet you still refuse to surrender your subjects and all of Equestria. Why do you resist? Why won't you accept defeat?"

"NO, Princess Celestia!" Twilight yells. "Don't do it!"

"What!" Queen Chrysalis said. "Twilight Sparkle?!!"

"Queen Chrysalis!" Twilight began angrily. "You've gone too far!"

"Yeah!" Pinkie Pie began. "You can make a fool out of us on Twilight's BBBFF's wedding with Princess Cadence. Or try and disguise yourself as Cadence! But nopony hurts the princess and all of Equestria! Or even trillions, billions, and millions of other worlds! What would your mother think?"

"Why I think she'll be very proud of me! I was always her favorite. Prepare to DIE!!!"

"Oh yeah?" Rainbow Dash growled, as she made the first charge, while hollering. "Think again!"

Queen Chrysalis quickly evaded as the pegasus flies past her, before she made a sharp turn and spins around like a tornado and successfully landed a kick to the queen's face.

Rubbing her cheek, Chrysalis's horn started to glow as she blasted a dark green beem at the rainbow maned pegasus, who quickly evaded and started to do several more attacks at her, while Chrysalis growled, "Is that any way to show respect to your new ruler?"

"In your dreams, Chrysalis," Rainbow spatted, before she thrusts her hoof for a punch, only for Chrysalis to stop it in her track, then she tossed Rainbow Dash back to join with the rest of the heroes.

Chrysalis quickly beated her wings as she became airborne and starts blasting the heroes with beams of dark magic.

Mario shot a fireball at the changeling queen, which singes part of her mane.

Chrysalis then fires some laser beams from her eyes at Sonic, who blocks it with his sword and throws it back at her.

Luigi then took out an ice flower and threw an ice ball at Chrysalis, which freezes her.

"Way to a-go Luigi!" Mario smiled.

But Chrysalis broke free immediately. Then she blasted Luigi with her magic, knocking him off the tower.

"LUIGI!!" Mario screamed as he runs toward the edge of the tower.

Luigi was hanging onto a banner.

"Hang on a-Luigi! I'll a-get you."

"Do I have a-choice Mario?" Luigi replied.

Meanwhile, Chrysalis was blasting all of the heroes and some of the Mane Six that were all attacking her.

Pinkie Pie was blasting her with several party stuffs with her party cannon, but Chrysalis was able to dodge all of them.

Rarity was firing several gems at the changeling queen, who quickly levitated a giant shield, before she said, "Now, now Rarity. That's not very lady-like of you, is it?"

Rarity only replied, "Ladies do not start fights, but they can finish them."

Applejack had sent several apples flying in the air, before she jumped up and bucked them all at the queen, who only disintergrated them all to dust.

Fluttershy, was the only exception. She was hiding behind some barrels as the fight unsued before her.

Chrysalis was still in blasting several magic beams at the heroes, when Spyro and Rainbow Dash came before her.

"Hey Chrysalis!" Rainbow Dash said. "What do you get when you cross super-speed with fire power?"

"Huh?" Chrysalis said dumbfounded.

"A COMET DASH!!" Spyro answers as he and Rainbow Dash fly at a high speed, while being surrounded by fire.

This resulted in a big explosive impact, as Chrysalis was knocked back into another tower and groans painfully.

Queen Chrysalis quickly recovered from the attack, as she growled and returned to the fight.

Meanwhile, Princess Luna was recovering her energies back as Zecora , the Cutie Mark Crusaders, and Big Mac are helping out.

The bite-marks on Princess Luna's neck were rubbed with a special potion that Zecora had brewed that will stop the infection and would help Luna gain her energies.

At last, Luna woke up. And this time, a lot more healthy and full of energy.

"How do you feel?" Zecora asked. "Is it to your appeal?"

"Not entirely all better," Luna said. "But at least I can breathe properly. Now if you excuse me, I must save Tia."

"No," Zecora said. "You must rest. It's for the best."

"Eeyup!" Big Mac said.

However, while Zecora and Big Mac helped to tend Princess Luna's wounds, the CMC had quietly left to participate in the battle.

Meanwhile, outside of castle, Princess Cadance had arrived with her army, as they looked on, seeing a battle taking place on top of the tower.

"Let's go men," Cadance shouted. "For Equestria!"

And with that, both she and her soldiers all charged into the fight.

Back to the fight, Chrysalis was fighting off all of the heroes on her own. But during the battle, she summoned many of her changeling soldiers, some robots, and some koopas to help her battle. During the fight, almost all of the changelings instantly changed their appearances to look like the heroes. This also leads to more confusion.

Sonic was fighting off some changelings, when he noticed Tails and quickly went up to the fox, only to get punched in the face.

Spyro and Rainbow Dash where both fighing off some changelings that looked like them, only when the dust cleared up, they ended up strangling each other.

Twilight, was not so easily fooled. She quickly skimmed through her book and found the spell which she used to disable most of the changeling's shape-shifting spells.

Meanwhile, Applejack had hogtied one of the changelings, but was hogtied by another changeling disguised as her.

Fluttershy was captured and imprisoned in a cocoon. But thankfully, for her, Spike and Sparx both knocked out her guards, and free her.

Rarity was fighting off some of the changelings that were not in disguise, but she got hit by a laser beam from Queen Chrysalis, which messed up her mane. All of the changelings all rolled over and laughed.

"AH!! My mane!" Rarity gasps as she looks at herself in the mirror, and tries to redo her mane's style.

Queen Chrysalis fires another laser at Sonic, who deflects it with his sword which then bounces off of Rarity's mirror.

Mario, in the meantime, had saved Luigi when the stray bolt from Chrysalis came flying at the red plumber, strucked him in the butt, causing him to jump, scream, and flailing his arms around, knocking Luigi off of the tower, again.

Mario immediately runs around with his pants on fire while screaming, "My pants are on a-fire! My underwear is on a-fire! I'm on a-fire!"

"Don't worry Mario! I'll put it out!" Rainbow Dash said as she flies off and comes back with a big raincloud. Only when she kicks it to rain some waters on Mario, it turns out to be a thundercloud, which electrocuted and fries Mario.

"Oops," Rainbow Dash said meekly.

Luigi is now hanging onto the banner again.

"Remind a-me why I signed up for a-this!" Luigi grumbles.

Meanwhile, the Cutie Mark Crusaders finally made it to the top. They saw the battle that's going on and both brought out some wooden swords.

"For Princess Celestia!!" Scootaloo cried out, as she and the crusaders charge at Queen Chrysalis, who counterattacks by firing some lasers at them. The Cutie Mark Crusaders weren't hit, but they were sent running for their lives as they hide behind a barrel, which was blasted to dust later on. The changeling queen then toward over the three fillies and was about to strike them down, when Tails and Sonic, joined with Spyro, Sparx, and Spike both came to their aide and forced the queen back.

"Not cool, queenie!" Sonic growled as he and the heroes both charged at Chrysalis and fought with her.

Tails blasted the queen with his arm cannon.

Sonic curled up into a ball as he did a homing dash and landed a hit to the queen.

Spyro, Sparx, and Spike all breathed fire on the queen, burning her. Spyro charged at the queen, with his horns surround in a fiery ibex horn-shaped aura, and rammed her. Spike slashes at her with the Ghost Pirate Swords, while Spike zipped around and blasted several tiny fireballs.

Growing furious at the attacks she was receiving from the heroes, Chrysalis blasted them all of and growled, "It's pointless to defeat me! The Syndicate can never be defeated!"

Sonic, however got back up and on his Extreme Board, who flew up to Chrysalis and slash his sword at her. Chrysalis screamed in pain, before she growled angrily at Sonic and gave chase. She buzzed while shooting several dark beams after the hedgehog. The two both fly throughout the castle, as well as the city, and at last, up into the sky, where Sonic quickly took shelter in the clouds. Chrysalis searched through the clouds, but was caught completely off guard when a fireball came and strucked her from behind. She turned around and quickly saw a streak of purple dashing past her. Then, a lightning bolt came flying out of the clouds and narrowly strucked the queen. Followed by two balls, orange and blue, flying out and attacked her on both sides.

Having more than enough, Chrysalis rapidly shot several dark beams in every directions, until one of them strucked Sonic off of his Extreme Board. The blue hedgehog began falling to the ground, with Tails, and the rest of the flyers, flying after them.

Luigi had just climbed back up, when he heard Sonic screaming, "LOOK OUT BELOW!"

Luigi looked up and grumbled, "Oh come on."

Sonic crashed into Luigi and the two heroes both fell down together. Rainbow Dash quickly jumped off from the tower as she dives down to save Sonic and Luigi.

Meanwhile, on the ground, a changeling guard was busy explaining to a grey, blonde pegasus, named Derpy, "For the last time, we didn't order a trampoline!"

Sonic and Luigi both landed on the trampoline that the pegasus had already set up.

Sonic and Luigi were instantly flying back up and on the way, they crashed into Rainbow Dash, then Tails, Spyro, Spike, and Sparx, and they all piled onto Queen Chrysalis.

"Get off of me!" Chrysalis shouted, and blasted all of heroes off.

Sparx quickly came flying back as he threw several punches at Chrysalis while saying, "Come on! I can take ya! That's right! You don't want this! Or none of this! Or-OW!"

Chrysalis smacked the dragonfly to the ground and begins charging up another dark beam, "I've had about enough of you!"

"SPARX!" Spyro cried as he flew at an immense speed, screaming, "NOOOOOOO!"

Fluttershy, Sparx, Spike, and the heroes all watched in horror, as they saw the purple dragon taking the hit. When the dust cleared up, there laid, the still body of the purple dragon.

"Spyro!" Fluttershy cried as she got out of her hiding spot and trotted toward the dragon, but was stopped a bolt of dark magic from Chrysalis who cackled, "You'll all be joining him, very soon."

With that, she summoned several more syndicate toops, and they all battled the heroes.

Rainbow Dash attempted to avenge Spyro by charging at the queen, but she was caught just mere inches away from the queen, who quickly sucked every last bit of energy from the cyan pegasus, before she moved onto a still hogtied Applejack, but was interrupted when Apple Bloom, Scootaloo, and Sweetie Belle all jumped out and bit the queen. She growled as she blasted the little fillies off and told to some of the guards, "keep these brats away from me!"

Fluttershy meanwhile, with tears overflowing from her eyes, looked at the purple dragon, then at the queen, and a new emotion was formed on her face.

Instantly, she cried, "You...Big....DUMB...MEEEEEEEEAAANIEEEEEEEEEE!"

With that, a grief strickened Fluttershy flew at Chrysalis and rapidly threw several punches at the changeling while screeching, "HOW COULD YOU BE SO CRUEL?! SO WHAT IF THAT DRAGONFLY BURNED YOU? YOU'RE BIGGER THAN HIM AND SHOULD KNOW BETTER! AND NOW LOOK AT WHAT YOU'VE DONE!"

Spyro was slowly waking up. Though blurry at first, his vision cleared up and he located his bag, which he quickly searched through, until he pulled out a blue bottle.

Chrysalis meanwhile succssfully got the angry pegasus off of her as she countered, "You talk too much! And that says a lot coming from!"

Spyro quickly came and shielded the pegasus, while growling, "Not another step."

"Spyro!" Fluttershy gasped. "You're alive!"

"Not for long!" Chrysalis growled, before she was hit by a magic beam.

"Hello heroes," a voice called out. "Did I miss anything?

The heroes turned to see Princess Luna standing on top of the stairs and sends out multiple beams of magic that destroyed the robots, banished the koopas, and negated all the changelings, except Chrysalis's ability to shape-shift, and turning all of the changelings back to their normal selves.

"Ah, the one that got away!" Queen Chrysalis said. "Have you comeback to join your sister?"

"I've return to save Tia. And I won't suffer the same fate as before!" Princess Luna said. "Your reign of terror ends NOW!"

Chrysalis then charges toward Luna, who did the same, both with their horns glowing, before they collide with each other. They were both knocked back, until Luna fires a beam at Chrysalis, who did the same. Both of their beam collided with each other and Chrysalis's was beginning to overpower Luna's.

However, Twilight came to Luna's side and combines her beam with Luna's. But instead of overpowering Chrysalis's beam, it resulted in an explosion. Chrysalis shook her head and glares angrily at Twilight.

"YOU!!" she screams as she leaps at Twilight and begins to suck Twilight's life out.

But then….

"PINKIE-BOO!!" Pinkie Pie shouted which startles Chrysalis so much that she stopped draining Twilight's life and starts patting her heart and breathes heavily.

"Leave my sister alone!" called a voice, which reveals to be Shining Armor, who blasted Chrysalis with a beam from his horn.

"Hey Twilight. Having trouble?" Cadence said as she and Shining Armor both charge up their love spell once again.

Chrysalis recovers and sees what Shining Armor and Cadence are doing.

"No! No! Not again!" she growls, before she fires another laser from her horn at Shining Armor and Cadence, "STOP!!"

However, Chrysalis's laser was stopped as a Crystal Shield appears out of nowhere, and stopped the beam, before it breaks into several more pieces, and Chrysalis begins to charge up for another attack.

Rainbow Dash, having recovered thanks to the CMC and the Healing Elixer that Spyro had given to them, immediately flies up into the sky and dive-bombs toward Chrysalis, while at the same time, creates a Sonic Rainboom before she lands another powerful punch on Chrysalis, and knocking her down.

"OW!" Rainbow Dash groans as she shakes her hoof in pain.

Scootaloo along with the rest of the Cutie Mark Crusaders, saw what Rainbow Dash just did before she said, "I've got to learn how to do that!"

Chrysalis later got up, but just in time to get hit by the love beam from Cadence and Shining Armor; which at last, defeated her.

"Well Queen Chrysalis," Twilight said. "What would your mother think now?"

"You're right Twilight," Chrysalis said, "She would be very disappointed in me. Being a bad girl is no way to live."

"That's right, go on," Pinkie said, egging Chrysalis.

"I can change. I can see the error of my ways. I'll help living creatures from now on and devote my life to being good!"

"I don't know if she's learned her lesson" Spyro said. "But she certainly isn't bothering all of Equestria anymore."

But right when the heroes were about to leave.

"Oh I wouldn't be too sure about that!" Chrysalis said as she got up, "I can't believe you all fell for that! And you Twilight, falling for the line about my mother? Ha ha, when will you ever learn?"

Princess Luna than focus her magic, as her horn glows again.

"Ooh, ooh! My tail," Pinkie Pie said, "It's a-twitch a-twitchin'! And you know what that means! The twitchin' means my Pinkie Sense is telling me that stuff's gonna start falling!"

"Yeah right. The sky is falling," Sonic said sarcastically.

But Sonic's words later got eaten, when everyone, including Chrysalis heard someone calling, "LOOK OUT BELOW!!!"

Chrysalis looks up and later got squashed by….

"DERPY!!" Rainbow Dash cried. "Where did you come from?"

"Um, up there!" Derpy said, pointing up to the sky.

"Oh, my head," Chrysalis said, as her eyes where spinning, but she later shook it off, "You may have stopped my plans. But the Syndicate is still getting energy from the Mushroom Kingdom. We will soon have enough energy to finish the Doomsday Machine and you will all bow down before me!"

Queen Chrysalis then started beating her wings as she takes flight before she said, "Nothing can stop the Syndicate! Nothing!"

And with that, she flies off, cackling and disappears into a portal.

"Doomsday Machine?" Twilight said. "That doesn't sound good!"

"Let's a-find out what a-Bowser has a-been up to in the Mushroom a-Kingdom," Mario said.

"We've got to stop them from powering up that Doomsday Machine!" Spyro said, "Otherwise all of our futures is at risk!"

Princess Luna then walks over to her sister, who is lying unconsious.

"Is she okay?" Twilight asked.

"She'll be fine," Princess Cadence said as she placed a hoof on Twilight's shoulder. "You need to go and save the other worlds. We'll take care of her from here."

Twilight nods as she joins with the other heroes. But then, she turns to four of the Mane Six.

"Can you girls stay here look and after everypony while me and Rainbow Dash are gone for just a little longer?" Twilight asked.

"Of course, sugarcube!" Applejack said. "Ya can count on us!"

"We'll miss you!" Fluttershy said, before she turned to Spyro and blushed. "It's been nice meeting you, Spyro."

"Feeling's mutual, Fluttershy," Spyro replied as he casually patted a wing on Fluttershy's shoulder.

"Have fun!" Pinkie Pie smiled.

"Take care!" Rarity said before she nuzzled with Spike, "And you too, Spiky Wiky."

"Oh yeah," Spike blushes.

Rainbow Dash quickly looked around before she rubbed her nose with Scootaloo, before she regained her posture and acted as if nothing happened and said, "Alright, enough of this sappy moment. We're outta here!"

And with that, the heroes all went into the portal and disappeared.

Chapter 9: To Star Haven

After defeating Queen Chrysalis, the heroes arrived in the Mushroom Kingdom, where they found trouble after they arrived at Star Hill.

"Wow!" Mario gasped as he looked at a statue of Bowser, "Is that a-real a-gold? It must be a-worth a-fortune! If it wasn't so ugly a-looking...."

"Mario! This is not a-real a-good!" Luigi said as he pointed to a flying castle, floating above the hill. "There's Bowser's a-Castle floating above a-Star Hill!"

"How is that bad?" Sonic asked.

"Star a-Hill is a place where all of the Power Stars come from!" Luigi answered. "And the stars give the Mushroom a-Kingdom its a-power!"

Tails then pondered, "Then, if my intuitions are correct, Bowser must be using them to gain power for himself and the Syndicate!"

"We've a-got to stop a-him!" Mario said.

"There is definitely a power stream inside Star Hill that is going up into that fortress of his! Let's find a way in and investigate!"

And with that, the heroes proceeded to climb up Star Hill by going through a fortress that Bowser had built. Rainbow Dash activated a switch that causes a gate in the shape of Bowser's head to open up its mouth and allowing entrance for the heroes.

But after they charged in, there were enemies waiting for them: changelings, Koopas, Koopatrol, Goombas, Paragoombas, Arkeyan Jousters, Arkeyan Shield Juggernauts, Arkeyan Cracklers, Arkeyan Duelists, and X-Nauts.

"We're outnumbered!" Twilight said.

"We best make a run for it!" Luigi added.

"We're not running away like a bunch of cowards!" Sonic said. "We should kick their butts."

Thinking of a plan, Tails fires his arm cannon into the air and created a loud bang and a flash of light that blinded some of the enemies before the heroes all attacked.

Spyro blew some fireballs at some of the Arkeyans Jousters who were instantly caught on fire before they later exploded. But then, two Arkeyan Cracklers appeared before him and instantly doubled themselves into a team of twelve. Spyro attacked one of them by shooting a ball of fire, but it emits an electrical burst, revealing that it was a fake. He attacked another; it was a fake as well. Sparx shot some fireballs at numerous Arkeyan Cracklers; but they were all are fake. This process cause more fake Cracklers to be multiplied, outnumbering Spyro and Sparx from thirty to two.

Sonic and Tails were taking out some changelings that changed into their friends. Sonic spin dashes into a changeling disguised as Tails; only it was really Tails, and causing Tails to misfire an electrical ball into a chandelier that immediately falls and cages Spike.

"Hey! Get me out of here!" Spike screams.

Twilight heard Spike's screams, so she finished off the changeling she was fighting and rushes to rescue Spike. Only to be stopped by an Arkeyan Duelists that unsheathes a large sword and rapidly slashes at Twilight. Twilight was able to dodge the attacks but she was sent running with the giant robotic knight after her.

Mario and Luigi meanwhile were fighting off the X-Nauts, Koopas, Koopatrols, and Goombas with the combination of fire flowers and ice flowers. Luigi freezes one of the Koopas that was about to pounce on Mario before he picks it up and throws it at the rest of the enemies and at the Arkeyan Deulists, who was chasing Twilight.

The Arkeyan Deulists stopped chasing Twilight and changes its mind to going after Luigi. Mario chases after the Arkeyan Deulists in an attempt to save his brother, as he throws multiple fireballs after it.

Spyro and Sparx, meanwhile, were able to remember the differences between a fake Arkeyan Crackler from the real one: The real Arkeyan Crackler moves its arms more often than the fake ones and clenches its fists. With this detail, they were able to destroy not only just one Arkeyan Crackler, but were able to destroy an entire army. But then, an Arkeyan Shield Juggernaut (an Arkeyan robot that have strong shields on their arm, which they will put together to let loose a deadly laser blast) came out from behind them and attempts smash them with its arms. But Spyro and Sparx were able to dodge the attacks and tricked it into firing its lasers at the Arkeyan Deulists that was chasing Luigi and at the chandelier that caged Spike, freeing the small dragon.

"Hurry! This a-way!" Mario said.

The heroes all followed Mario's lead as they make their way out of the fortress and up to Star Hill while battling enemies along the way. They found a star shaped door that takes them to a room that has a Warp Pipe in the center and a lot of stars are flowing into it.

"Okay, here we are!" Mario said.

"What's with the pipe? Shouldn't we be going up to Bowser's castle?" Rainbow Dash asked.

"We are a-going to Bowser's castle!" Luigi answered. "This pipe will take us to him."

"How can it be?" Twilight asked. "Pipes lead underground, not up to the sky."

"Pipes like-a this one can lead us to every part of the Mushroom a-Kingdom" Mario explained. "Even in the sky!"

"Wow! Complicated magic" Twilight said.

"Yeah, well anyway, let's go in!" Tails said as he jumps into the pipe and all of the heroes followed.

They later came out and found themselves in front of Bowser's castle, where they find even more trouble.

"This doesn't look a-good," Luigi said. "Bowser's castle is draining power from the stars and all the power-ups to feed the Syndicate's Doomsday Machine."

Then, out of nowhere, a ghost dog came running out of nowhere and barked as it jumps onto Luigi and licked him.

"Polterpup!" Luigi cried happily as he hugged the ghost dog.

Then, an old man, dressed in a lab coat came out.

"Professor E. Gadd!" Mario and Luigi both greeted happily.

"Ah, Mario, Luigi! You've returned and brought help!" the old man said. "But who are they? And can they really help?"

"Don't a-worry, Professor! They may not look a-much, but we've a-seen them do great a-things" Luigi answered.

"All right then," Professor E. Gadd said with a chuckle. "We must prepare for battle. That villain Bowser may have stolen all the power-ups, but with your help, we can fight back. But first, we need to free the princess and all the Toads. We will need everybody's help to take back the Mushroom Kingdom."

"Well then. Let's a-go!" Mario said. "We need to stop a-Bowser as soon as possible!"

And with that, the heroes, now joined with Polterpup, all broke into a run to save the day.

Chapter 10: I'm the real a-Mario!

The heroes, with their new member, Polterpup, begin their search for the toads and rescuing Princess Peach by heading towards Bowser's dungeon. But on their way to the dungeon however, they have to get pass some traps and enemies ahead.

Spyro almost got hit by a Magikoopa's spell that turned a brick into a goomba.

Luigi took out his Poltergust 3000 and uses it to suck up some boos.

Then a duplighost appeared.

Mario quickly attacked the duplighost and they both roll into a tussle. The duplighost quickly changes itself into Mario.

Everyone all stopped their fights with some of the enemies and looked at the Marios.

"Which one's the real Mario?" Sonic asked.

"It's a-me! Mario!" both Marios said.

"No you're not! I'm the real a-Mario!" one Mario said.

"No! I'm the real a-Mario!" the other replied.

One Mario went a grabbed a hammer and whacked the other Mario.

"I a-say, I'm the real a-Mario!" he said.

"Why you son of a-Goomba!" the other Mario went and got a bat and whacked the other Mario with it. "I'm the real a-Mario!"

Mario and the fake-Mario kept whacking each other, while shouting, "I'm the real a-Mario!"

"How do we know which Mario is the real one?" Tails asked.

Sonic pondered, then he quickly snapped his fingers and said, "Oh, I know!"

He went up to one Mario and rips his mustache off.

"YYYOOOOOOOOWWWWWWWWWWWWWWWWWWWW!!!" Mario screamed at the top of his lung.

He's the real Mario.

"Sorry Mario!" Sonic said sheepishly.

Sonic then went to the other Mario and rips his mustache off.

"OW!" Mario said. His scream doesn't sound so painful as the other Mario.

"He's the fake one! Get him!" Sonic said.

And with that, the heroes all charged after the real Mario, while the real Mario was left lying on the floor, moaning.

"Pull yourself together Mario!" Luigi said, slapping his brother in the face several times.

"My mustache!" Mario moaned, feeling his lips, where his mustache used to be. "My beautiful mustache is gone."

The fake Mario came and tossed the real Mario into a suit of armor, before he changes into Hooktail.

"AH!!" everyone screams.

The duplighost then blows fires out at the heroes as they scatter and run for their lives. Mario got up and tries to fight off the Hooktail-disguised duplighost. But the helmet on the suit of armor he's stuck in was facing the wrong way, so he ends up running into a wall and fainted.

"Tails! How do we fight that thing?" Sonic asked.

Tails reaches into his satchel and pulls out a book, looks through the pages and reads, "Let's see. Demons, dragons, dune bud. Ah, here it is! Duplighosts! And their weakness is: The same weakness, depending on the creature they turned into!"

"What?" Sonic said dumbfoundedly.

"It means, that this duplighost's weakness, should be the same weakness of this dragon!" Tails replied.

"So what is it's weakness?" Sonic asked, as Tails began to skim through the pages again.

"Crickets!" Luigi answered. "Hook-a-tail does not like crickets and doesn't like their chirping."

"But we don't have any crickets Luigi!" Sonic shouted.

"True! But we do have the Attack FX R badge!" Mario replied as he woke up and took his helmet off. "I've a-been a-saving a-this....just in a-case. But I a-so wished I had a-saved a badge that could a-help me get a-you for ripping my mustache a-off!"

"Hey Jumpman!" Sparx shouted. "Slay this dragon. Get Sonic later!"

Mario was about to use the badge in action, when suddenly, something went by at a fast speed and stole it.

It was revealed to be a bandit.

The bandit cackles before it said, "Sorry losers. But King Bowser had provided some safety measures to prevent any of you from moving any further and foiling him and the Syndicate's plans. So, I'll be taking this then."

And with that, the bandit runs away before it jumps into a pipe.

"HEY!! YOU GET BACK HERE!" Rainbow Dash yelled as she took off, after the bandit.

"Rainbow Dash! Wait!" Twilight screamed, but too late.

An invisible wall quickly formed up in front of the pegasus. Then, metal bars shot up from the floor and formed together into a cage, trapping Rainbow Dash inside.

"It's a trap!" Twilight yelled.

"Yeah! We've just found out!" Tails said.

"HEY! GET ME OUT OF HERE!" Rainbow Dash cried, while banging on the bars.

Twilight and Spike quickly rushed in to save their friend, but black smokes appear as they begin to surround Rainbow Dash. Once the smokes cleared up, Rainbow Dash was nowhere in sight.

"Where did she go?" Twilight asked frantically. "Dash! Where are you?"

"I don't think she can hear us," Spike replied.

Then, multiple holes appeared beneath Spyro, Spike, Sonic, Polterpup, and Twilight. The heroes suddenly felt a breeze of wind as they were sucked into the holes. Twilight however, was able to escape by teleporting as quickly as she can, along with Spyro and Spike, who managed to fly their way out and escaped the air current, as they rejoin with Sparx, Mario, Luigi, and Tails. Sonic and Polterpup were not so fortunate as they were sucked into the dark abyss below, and the holes closed up.

"That was a close one," Twilight said as she breathes heavily.

"Uh, guys. We got bigger problems!" Sparx said, pointing at the duplighost that had turned into Hooktail.

"W-What do we d-do now?" Mario stuttered, frightfully.

"RUN!" Luigi shouted, and the heroes all ran for their life away from the dragon.

Chapter 12: Metamorphosis

Somewhere in Bowser's castle.

"Hehe, I think I lost that dragon," a rabbit panted as he ran through the halls of a dungeon.

However, little did the rabbit know, that up ahead, Spyro and Sparx were waiting for him.

And just as soon as the rabbit was passing Spyro, the dragon sticked out his tail out and tripped the rabbit. The rabbit fell and rolls around the floor before it crashes into a barrel and fell unconscious and drops the badge that Spyro and Sparx were after.

Spyro then went over to pick the badge up before he and Sparx left to go meet up with the other heroes. Later they freed some Toads that were caged nearby before they can continue heading back to the other heroes.

"Thanks for freeing us Mr.Dragon," one little Toad said.

"It's nothing," Spyro replied.

The little Toad then went off with his father before Spyro and Sparx lead all of the Toads out. Then out of nowhere, X-Nauts jumped out along with Elite X-Nauts, X-Nauts PhDs, Yux, Z-Yux, and X-Yux.

All of the Toads ran and hid behind some crates for protections, while Spyro and Sparx are left to fight. An X-Naut trooper made the first move and tries to jump on Spyro, only Spyro counterattacks by firing some fireballs at him. Then Spyro knocks down a crate of Bob-ombs and sended them flying into his enemies. Most of the X-Nauts and their Yuxes were sent flying, but the rest were able to recover before they fled in terror.

All the Toads emerge from their hiding spot and resume following the two heroes. They entered a room, which happens to be a laboratory. It doesn't appear to have anyone in the room at the moment, but Spyro and Sparx began looking around, just in case they find something that could help them against their battle against the Syndicate. Sparx noticed a nearby liquid and took a small sip of it.

Spyro was looking under a table and found a badge that is called as, the Fire Hammer.

"Hey Sparx, check this ou-" Spyro was cut off from finishing his sentence when he saw what happened to Sparx.

"Spyro….I feel….different," Sparx said uneasily.

"Sparx! You turned into a spider!" Spyro said.

Sparx looked at his reflection at a nearby beaker and saw to his horror that he did indeed had been turned into a spider.

"AHH!!" he screamed.

"You shouldn't drink any of these!" Spyro scolded, as he reached into his bag for the Healing Elixer, only to find it empty. Spyro groaned, as he looked around, "There should be an antidote in here somewhere! Or maybe a formula for an antidote."

Sparx anxiously sat still as Spyro looked for a cure. But he didn't want to wait much longer, so he just picked a random fluid and dranked it. Spyro turned his head and his eyes widened in alarm as he sees his friend drinking an unknown liquid.

"SPARX! NO!" Spyro screamed as he tried to take the liquid away, but as he did, some of it ended up in the purple dragon's mouth.

Spyro and Sparx both changed shape and looked at their reflection to see what happened to them.

"I'm a dragonfly!" Spyro screamed as he look what happened to Sparx.

"I'm a dragon!" Sparx replied in his horror.

They both dranked a red fluid and they changed again. This time, Spyro was turned back as a dragon, except he was changed into a different kind of dragon; a cross-breed of both an Asian-European dragon, as he had grown a silver beard, whiskers, his horn became like that of a stag, and his body became slender and snake-like while still retaining his wings. Sparx is still a dragon, but had grown more muscular and larger.

"Check it out dude!" Sparx said. "I'm buffed, ha ha ha."

"My god," Spyro said as he grabbed several potions and began mixing them in a fast motion. "It seems I've become, ludicrously intelligent! It's awful! Oh I prefer the arrogant, noble, and heroic of my former self. Saving the days, rescuing damsels-in-distress, burning up sheep, hunting for treasures. Oh those were wonderful time!"

"Check out my packs little dragon!" Sparx said as he flexed his muscles and screamed. "YEAH!!"

"Hush now buffoon! This is a highly combustible synthesis!"

"What?"

"I'm going to transform us BACK!!"

"NO WAY EGG HEAD!!" Sparx immediately takes the potion away from Spyro before he said, "I'm going to stay this way FOREVER!!"

"NO!!!" Spyro screamed as Sparx throws the potion, which resulted in an explosion.

Elsewhere, the rest of the heroes heard the explosion, including Sonic who hade woken up from the explosion, and raced towards the source. They eventually made it to the laboratory where they find it in ruins, along with some Toads who took cover to avoid the explosion.

"What happened here?" Sonic asked as he overlooked the ruins.

The heroes immediately turn around when they heard Spyro saying, "This Schwartzenagren oaf almost destroyed us!"

"Go boom! Ha ha," Sparx said, while laughing stupidly.

"Oh you are an embarrassment!" Spyro growls before he throws the potion into Sparx's mouth before he pours some in his mouth.

Sparx began to shrink before he is completely reverted back to being a dragonfly, while Spyro's long body became short and muscular again, along with his horns that became just like they were before, and his whiskers and beard disappeared as he reverts back to normal.

"Whoa, that felt exactly how me and Spyro experienced metamorphosis," Sparx said.

"Don't remind me of that experience Sparx," Spyro said.

"Well a-Spyro," Mario began. "Did you a-managed to a-recover the badge?"

"I have it right here Mario. And that's not the only thing I recovered," explained Spyro as he hands Mario the two badges he found.

"Sweet, we've a-got the fire a-hammer badge!" Mario said proudly.

But his celebration was cut off when Polterpup, who had been silent for some times until now, started growling and barked at something.

"What is it Polterpup?" Luigi asked.

Polterpup pointed towards the entrance to the room, as several X-Nauts came in, with some reinforcements; Changelings, Bob-Ombs, Arkeyan Jousters, and Egg Swats.

"Now let's a-try it out!" Mario said, as he used the Fire Hammer badger to make a fireball appear and whacks it away with his hammer and created a wave of fire that incinerated all of the enemies. But then, some duplighosts came and instantly, they all changed into Hooktail, Gloomtail, and Bonetail. Mario then uses the badge that makes crickets sounds to weaken the duplighost that changed into Hooktail, while Sonic, and Spyro battled with the ones that turned into Gloomtail and Bonetail.

Rainbow Dash joined in the battle as well by flying at a high speed and lands a powerful punch on both the Gloomtail and Bonetail duplighosts. But after she does this, she shakes her hoof in pain from landing a punch on two creatures that are twice as large as her.

The battle ended as the heroes rushed out of the laboratory with the Toads following them as they race back up to meet Princess Peach and Professor E. Gadd.

They found the princess and the professor who were waiting for them in front of a platform where all of Bowser's airships are docked.

"Well done boys and girls," Professor E. Gadd said cheerfully, "Now we are ready to face Bowser and take back the powers of the Mushroom Kingdom."

"Ok, where can a-we find a-Bowser?" Mario asked.

"Bowser is attacking Star Haven with his fleet of airships, where his machine is stealing the Star's power," explained Princess Peach, "He's probably attempting to steal the Star Rod again!"

"Don't worry. I've managed to secure one of these airships from Bowser's Koopa Troopas and those X-Nauts," Professor E. Gadd began as he shows an airships that is armed with technological cannons, lasers, and metallic armors, "And as you can see, I've upgraded it with the latest technology imaginable, design by yours truly. It should allow you heroes to stand a chance against Bowser's fleet. And I've typed in the coordinates, so it should be able to take you heroes to your destination."

"Oh, yeah!" Rainbow Dash cheered. "Let's rock and roll!"

"Let's-a-go!" Mario said.

"Oh, yeah!" Luigi added.

Author's Note

The scene of Spyro and Sparx drinking potion is a homage to Scooby Doo 2: Monsters Unleashed and JazzTheTiger's Metamorphosis fanfic.

Chapter 13: Air Battleships

The heroes boarded on the airship that the professor had built for them. While they were piloting, they were spotted by Bowser's airships fleet. The fleet all fired their cannons at the heroes, but the heroes were able to save themselves from the attack by using Twilight's magic to form a bubble-shape force-field around the ship, while Mario, Tails, and Spyro fired back with some missiles and lasers from their ship.

This method destroyed most of the airships in front of them, but more airships came and anchored themselves to the heroes' airship. All of the Bowser's minions and troops later jumped off from their ships as they attacked the heroes.

Tails later left Spyro to continue piloting the ship, while he runs out to help the heroes out.

An Egg Swat shot a laser beam at Sonic, but the hedgehog deflected it with his sword and redirects it into a changeling that was draining Twilight's energy.

"Thanks Sonic," Twilight said.

"No prob Twilight," Sonic replied before he got tackled by a Cyclop Mammoth, and Twilight started to get chased by a Goliath Drow.

Rainbow Dash, meanwhile, was fighting off some flying robots and several changelings. One of the changelings shot a sticky green blob at the pegasus, which exploded on impact.

"Yuck," Rainbow Dash groaned. "Changeling snot."

Then, more trouble came for the pegasus. Some of the blob was splattered and covered most of her wings, weighing her down, and causing her to lose altitude.

"Oh no! HELP!" she screamed.

"Rainbow Dash!" Both Twilight and Spike cried.

Sonic was still struggling with the Cyclop Mammoth that was on top of him, when he saw Rainbow Dash falling off the ship. With a look of determination, Sonic curled himself into a ball and launched the monster off and into the Goliath Drow that was chasing Twilight. After that, Sonic quickly raced towards the starboard side of the ship and jumps off, falling after the pegasus.

"Hang on Dash!" Sonic cried. "I'm coming!"

Rainbow Dash looked up and was surprised to see Sonic, who reached his hand out for her hoof. Once he grabbed a hold of her, he pulled out his Blue Star Board, and together, they both flew up and back onto the ship with the rest of the heroes.

Once they were safely back on board, Rainbow Dash gasped and said, "My very life just flashed before my eyes! But you saved me! Thanks Sonic!"

"No problem Dash," Sonic replied as he got back into the fight, before Twilight came to her friend's aid.

"Rainbow Dash!" she cried. "Thank goodness you're alright! Here, hold still!"

With that, Twilight horn glowed in another magenta aura as the blobs on Rainbow Dash all disappeared into sparkles, allowing the pegasus to get back into the fight.

Meanwhile, Mario, Luigi, and Polterpup were on the bow of the ship, fighting off some Paratroopa, Boos, Hammer and Fire Bros., and fending off several bullet bills.

Mario had used a Super Leaf to become Raccoon Mario. With his new tail, Mario was able to effectively deflected many of the enemies' fireballs, hammers, and bullets, sending them right back into the enemies themselves.

Luigi was using his Poltergust 3000 to suck up several Bullet Bills, before he fired them into a Paratroopa, while Polterpup barked and scared off some Boos that would try to get his master from behind.

All was going well for the Mario Brothers, when a bob-omb, unexpectedly came from behind, and blew up Mario, causing him to lose his raccoon power and fell off the portside of the ship.

"MARIO!" Luigi cried as he ran over to see Mario, hanging on to the edge of the ship by his overall.

"Hang on-a Mario!" Luigi said as he grabbed a nearby grappling hook and slowly lowered himself towards his brother.

Luigi was able to grab onto Mario, and was about to bring him back up, when a robot came flying by and threatened to cut the line. Suddenly, an egg with green spots came flying and hit the robot on the head, followed by a chirp, and the robot was gone.

When the Mario Brothers got back up onto the ship, they were surprised and happy to see, "YOSHI!"

Standing before them, was their old friend, Yoshi, a green dinosaur, with a red saddle, and wears orange shoes.

"Yoshi," Yoshi chirped, while Polterpup barked happily, greeting the dinosaur.

"Where did you-a come-a from?" Mario asked, to which Yoshi answered by pointing to a nearby hatch on the ship's deck.

Then, another explosion occured as the Mario Brothers, and Polterpup both got back into the fight, this time, with Yoshi.

Mario quickly jumped onto Yoshi, as the dinosaur ran to a Koopa, and swallowed it with his long, sticky tongue, before spatting the Koopa out and knocked several more enemies like bowling pins. Then, a Fire Bro. hurled a fireball at Mario and Yoshi, but Yoshi quickly swallowed it and spat the fireball out and at the Fire Bro. A Hammer Bro. suddenly appeared and tried to get the jump on Mario and Yoshi, but Mario quickly warned Yoshi, and the dinosaur quickly jumped up and ground pounded the hammer wielding koopa.

Spyro, meanwhile, was pressing several buttons to fire several amunitions at the enemies' airships, blasting them out of the sky. All was going until he heard a snort and a squeal, and turns around to see an Evilized Boghog, charging at him. The purple dragon quickly jumped up, just as the Boghog crashed into a wall. The Boghog was left in a daze, giving Spyro the chance to breath fire on it. Burned out of its daze, the Boghog charged at Spyro again, only to be knocked out of the room, when the dragon rammed into its head, with his horns enflamed. The Evilized Boghog started glowing in a shimmering light, before it subsided, and the Boghog was reverted back to normal.

Then, in a flash of light, several Evilized Sugarbats appeared and charged towards Spyro. Spyro didn't hesitate to breathe several more fireballs at the Sugarbats, but some were able to evade his attack and were able to fly around and one of them was able to bit him. Spyro roared in pain, as he swatted the bat off of him. Then, another rammed into him, sending him flying and onto the control panel, pressing several buttons and levers in the process. The ship started blasting several misfired amunitions and a crane was activated and it grabbed Luigi by accident.

"Why is it always me?" Luigi grumbled.

Spyro struggled as he tried to get the Evilized Sugarbats off, but several more kept coming and they were all overwhelming him. Then, a green fire broke out, followed by severy small orange fire balls, catching the Sugarbats off guard. Spyro looked up to see Spike and Sparx, coming to his aid. Spike used the Ghost Pirate Swords to fight off some of the Evilized Sugarbats, defeating and turning them back to normal. The same happened with the Evilized Sugarbats that were after Sparx, but ended up crashing into each other, reverting them back to normal.

"Thanks you guys," Spyro said as he pressed the button that causes the crane to released Luigi.

After fighting off the enemies, the heroes proceeded towards Star Haven. At last, they made it. They docked the ship as they all got out.

"This is it, guys and a-gals!" Mario said. "Bowser is a-draining the energy from a-here."

"Yoshi!" Yoshi chirped in agreement.

"Let's get in there and stop him!" Spyro shouted as the heroes all ran towards the shrine, with Yoshi and Polterpup trailing behind, where they know Bowser would be.

Chapter 14: Bowser Battle

The heroes ran through Star Haven until they made it to the center of the area where they find Bowser with the Star Rod, while wearing some hi-tech suit and has some generators in the room with him.

"So, Mario, you finally made it. And I see that you've brought your namby pamby friends with you," Bowser growled.

"Don't a-call my friends like a-that!" Mario replied angrily.

"YOSHI!" Yoshi chirped in agreement.

"What's namby pamby?" Sparx asked.

"You're too late!" Bowser began. "Dr. Eggman and the Syndicate have more than enough power for the doomsday device…and very soon this Syndicate will demonstrate the power it has over all worlds…By DESTROYING ONE! Muhahahah! With the power of the stars and power-ups under my control, I am unstoppable! The Syndicate will rule the universe, and I will rule the Mushroom Kingdom and Star Haven!"

"He's a-right, a-Mario," Luigi began. "As a-long as that machine is a-draining Power Stars and Power-Ups, we can't a-do anything to him!"

"On that bright side however," Spike explains. "We can still make fun of how bad he looks. Nice haircut!"

"Yoshi," Yoshi chirped again in agreement.

"We've a-got to shut his machine a-down!" Mario said, while Tails looked around.

The battle begins as Bowser shot some fireballs out of his claws as he flies around in his suit.

Mario pulls out his hammer and tries to land a blow to Bowser's head, but it did little damage as Bowser just catches Mario in midair and throws him back to Luigi, Yoshi, and Polterpup.

Sonic came running at a super speed and curls his entire body into a ball and lands a blow on Bowser's face. Then, he uncurls his body and unsheathes his sword to pierce through Bowser's suit.

Bowser, however, immediately takes out the Star Rod and uses its power to make it impossible for Sonic's sword to penetrate through his armor. Next, the koopa king uses an Ice Flower to give him the ability to breathe iceballs and freezes Sonic in an iceblock.

Bowser then summons a giant hammer and attempts to smash Sonic with it. Luckily, Polterpup barked angrily as he bit Bowser on the tail, causing the koopa king to yelp in pain, while Rainbow Dash swooped in and saved the frozen Sonic.

Luigi then did several jumps before he used a Power Leaf to become, Fox Luigi, and he jumped onto Bowser's face and latched on.

Bowser shakes his head violently as he grabs Luigi and throws him towards a wall, before he flicked his tail and sent Polterpup along with the green plumber. Luckily, Mario was able to catch them, along with Yoshi, who swallowed Luigi in the process, before spatting him out. Bowser's suit then launches some missiles at the Mario Bros. and their ghost canine and dinosaur, before he eats a Dash Pepper that allows him to fly at top speed.

Mario quickly got onto Yoshi, giving the dinosaur a Dash Pepper as well, causing Yoshi to run at an even faster speed, while Luigi got onto Rainbow Dash's back who wasted no time to outfly Bowser, and Polterpup quickly jumps through a floor, before he poked his head out after the koopa flew over him. The plumbers, dinosaur, and pegasus kept getting away from Bowser long enough for the Dash Pepper's effect to wore off, but by then, Yoshi's Dash Pepper wore off as well, while Rainbow Dash would be so exhausted for another quick getaway.

Spyro, Sparx, Twilight and Spike meanwhile, were busy helping Tails thawing Sonic out by using their fire breaths and magic. They managed to melt the ice off of the hedgehog's head which allowed him to ask, "Tails! What do we do now?"

Tails throws a flash grenade at Bowser to leave the koopa king dazed and stunned for the moment before the fox explains, "We clearly can't beat him as long as that suit of his is absorbing all of the Mushroom Kingdoms' power-ups. There has to be some way to shut it down!"

Twilight looked around the room, looking for some way to shut Bowser's machine down. But the only thing she noticed, where just the generators. Then, it finally hit her, "That's IT!"

"What's 'IT'?" Sonic asked.

"It's those generators!" Twilight explained. "They keep his machine going as it absorbs the Power-Ups! If we can destroy them, then it'll cause him to lose his power over the Power-Ups!"

"Huh, who'da thunk it?" Sonic asked.

Tails later took a scouter out, and used it to scan Bowser's suit, before he said, "And from the looks of that suit of his, he's also the reason those generators are surrounded by those barriers. As long as he's in range, those barriers will be up," Forming a plan, Tails then used a communicator to talk to all of the heroes. "Listen up, we need to get Bowser away from those generators. Once he's out of range, he'll lose control on the barriers that protects his generators, which will give us a fighting chance to destroy them! So if we keep that up, we'll be able to beat Bowser and save the Mushroom Kingdom!"

"That sounds like a good plan to me," Sonic added, with Yoshi chirping in agreement. Sonic then gives Tails a thumbs up and said, "LET'S DO IT, TO IT!"

The heroes first begin their plan by having Spyro blow fire at Bowser's face. By doing so, Bowser will not be able to see through his helmet, which gives Rainbow Dash the chance to fly in and snatch the Star Rod from Bowser's claws. Then, Rainbow Dash gave Mario the Star Rod, which the plumber later uses it to stun Bowser.

Mario immediately ran straight towards Bowser's tail and grabs ahold of it as he swings the Koopa King around in circle before sending him flying across Star Haven while saying, "So long-a Bowser!"

With Bowser gone, the barriers that surrounded the generators disappeared, which gives the heroes a chance to destroy them. There were a total of twelve generators on Star Haven. The heroes were only able to destroy four generators before Bowser came back and raises the barriers up for the rest of the generators.

"Guards! Guards!" Bowser roars as two changelings, two Duplighosts, some boos, and two robots appear through a warp ring.

The changelings shape-shifted and made themselves looked like Rainbow Dash and Twilight Sparkle, while the Duplighosts both turned themselves into Mario.

Twilight Sparkle and Rainbow Dash both fought their imposters, but at one point, they ended up hitting each other and were both knocked out.

The changelings laughed their hearts out before Spike breathed fire on them and caused them to run with their tails on fire, while Yoshi chucked several eggs at them.

Mario was battling the two duplighosts who disguised themselves as the plumber. Sonic was quick to pull the fake mustaches off from the fake Marios. He almost pulled the real mustache off of the real Mario, but Mario was able to reassure Sonic that he's the real one, before he punched the hedgehog in the face, obviously, still mad at the hedgehog for pulling his mustache off earlier.

Tails meanwhile was fighting a robot off by firing an electric ball, while Spyro rammed one with his fiery horns.

Luigi meanwhile was able to capture some boos with his Poltergust 3000, while Polterpup growled at some and bit one of them, causing to float away.

During the battle, Bowser uses his suit to grant him the power of a super mushroom, which made him grow twelve stories high. But Mario had some Mini Mushrooms which he can use to shrink Bowser down to his normal size. But in order for it to work, Mario had to get Bowser to eat these mushrooms. Fortunately, Luigi got out a propeller shroom, and with it, he now wore a propeller hat, which allows him to fly as he carries Mario up to Bowser's mouth.

As Bowser tries to breathe fire on Mario and Luigi, the plumbers both throw mini mushrooms into Bowser's mouth, causing him to shrink. However, the plumbers appeared to have overdone it, since Bowser shrunk to the size of an ant and Mario and Luigi just flinked him away.

Bowser later ate a mushroom and tries to fight back, but Mario again uses the Star Rod's power to drain the power from the suit before he grabs Bowser by the tail and throws him again like before.

After that, the heroes all went for the rest of the generators before Bowser gets back.

Rainbow Dash was able to destroy two generators with a single punch at a very high speed as she said, "That doesn't hurt at all."

Twilight summons her spell book and uses one of the spells within it to turn one of the generators into a mushroom, which Mario later ate.

Spyro, Sparx and Spike both burned a generator to ash with their fire breaths.

After the heroes destroyed four more of the generators, they begin to target the rest, which Mario, Luigi, and Yoshi were all able to destroy with the help from Sonic and Tails.

With all of the generators gone, Bowser can no longer use any of the Power-Ups through his suit and the Star Rod is able to restore powers back to the stars with the help from Mario.

"No …. No … you can't take my power away … I am the king of the Star Haven. You can't stop me!" Bowser roared.

"The Stars have their powers a-back!" said Mario.

"Oh, thank goodness," Eldstar, an elder Star sprite said as he slowly materializes.

"Yoshi!" Yoshi chirped.

"And the Mushroom a-Kingdom has it a-back a-too!" said Luigi.

"It's a-over a-Bowser!"

"Ruff, ruff," Polterpup barked.

"Yoshi!" Yoshi chirped.

"You may have beaten me this time, Mario!" Bowser said as he explains, "But, Star Haven will be mine again! The Doomsday Machine is fully charged. You don't have a chance!"

And after that, Bowser jumps into his Koopa Clown Car and laughed evilly as he flies into a portal which disappears after he enters it.

"Hmm…You'd think we'd learn by now that they run away when we beat them." Spyro said.

"I just assumed that was part of the plan," Twilight said.

"If what Bowser said is true, we need to head back to Mobius right away!" Sonic said. "We must find Dr. Eggman before he uses that Doomsday Machine!"

"Don't a-worry a-Sonic," Mario began. "With the Star Rod. I think I can a-fix every-a-thing a-now. I wish a-that a-none of a-these problems ever a-happened and that all the bad a-guys were in a-jail."

"I'm sorry Mario," Eldstar said before he explains, "but the power of the Star Rod is limited to grant wishes in our world. Even Bowser is out of our reach for the moment."

"I guess we a-gotta do this the old a-fashioned a-way. Ok, a-Sonic, back a-to a-Mobius!"

And with that, Tails opened up another portal, and the heroes all entered as they returned to Mobius, with Polterpup and Yoshi tagging along.

Chapter 15: The World Inside T-Pup Part 1

Back to Freedom Fighters HQ

"Sonic! Thank goodness you're back!" Sally said as Sonic, Tails, and the rest of the heroes all came through the portal.

"Sally! It's great to see you again!" Sonic said as he and Sally were about to walk up to one another, when a pink blur entered the room and tackled Sonic. It was none other, than Amy Rose.

"SONIC!" Amy cried as she smothered the blue hedgehog with affection.

"Amy!" Sonic gasped, while struggling to get the pink hedgehog off. "Get off! I can't breathe!"

"Oh, sorry," Amy released the hedgehog as he got up and brushed himself.

Then, Sonic turned to Sally and asked, "So, how have things been while we're away?"

"Not so good Sonic," Sally explained. "While you and Tails were away, Dr. Eggman had sent his robot armies to attack Mobotropolis. And to make matters worst, he was able to get his hands on all of the Chaos Emeralds and the Master Emerald from Knuckles and the Chaotics."

"WHAT?!" Sonic gasped. "And here I thought Knucklehead says I always do a bad job keeping the emeralds safe."

"Nevermind about that!" Amy began. "You and Tails need to stop him!"

"Hello a-Sally!" Mario greeted. "Hello Amy!"

"Yoshi!" Yoshi chirped.

"Ruff!" Polterpup barked.

"Oh!" Sally gasped, seeing the plumbers, Yoshi, and Polterpup. "Hi Mario! I didn't know you and Luigi are back in Mobius."

"We haven't got time for this!" Tails began, "We need to find Dr. Eggman before he starts his Doomsday Machine."

Then, Nicole the holo-lynx materializes on the computer screen.

"A message from Dr. Eggman," Nicole announced.

"Put it on the screen, Nikki," Sonic replied.

"As you wish," Nicole replied.

The computer screen then displays a transmission from Dr. Eggman. It shows none other than Dr. Eggman himself, laughing before he says, "You're too late Sonic! All of your heroics have been for nothing! And now, the final stroke of my master plan. All the worlds in the universe will bow down to the Syndicate's power or be destroyed. Now that the Doomsday Machine is ready, your worlds have no choice but to accept our demands. You can't stop us."

And with that, the transmission was turned off.

"This is a-bad!" Luigi began. "Really, really a-bad! We're gonna die!"

"Not a-yet, we're a-not!" Mario said.

"Yoshi!" Yoshi chirped.

"Mario's right!" Tails began. "We can stop them if we disabled their Doomsday Machine. We've got to find Dr. Eggman's lab."

Twilight meanwhile looked at T-Pup.

"Um, Tails," Twilight began, "I think T-Pup needs a bath. He looks like he's got fleas."

"Ew fleas," Amy shrieked. "Get him away from me!"

"T-Pup doesn't get fleas," Tails said before it hits him. "Wait a minute. That's it! That must be how Dr. Eggman copied Rotor's plans for the Universe Portal Machine. He's spying on us through some kind of flea-bot! T-Pup! Run a self-diagnostic search within your systems! The flea-bot is likely to be a Parasitic Nanobot!"

"What are you doing, Tails?" Amy asked. "There is a madman about to destroy the world and you are worried about a little flea inside your dog?"

Tails looked up at Amy as he begins to explain, "We need to find Dr. Eggman's secret lab. If he has been watching us through a device inside T-Pup, then it must be transmitting a signal to his base. If we can reach the device, we can track the signal back to Eggman."

"Sounds like a good plan to me," Twilight responded, "But how are we going to get the flea-bot?"

"I'm with Twi on this one," Rainbow added. "If this thing is about the size of a flea, then how are we going to get it out of T-Pup and find Dr. Egghead? Disassemble T-Pup and interrogate the flea-bot?"

Hearing that, T-Pup whimpered as he hid under a table. Tails defended the robot dog as he continued to explain, "I don't think it will come to that. We can transport ourselves into T-Pup by using the P.L.O.T.(Particle-to-Light Organizer & Transporter) Device. Once we capture the Fleabot, we can trace its signal back to Dr. Eggman lair."

"Wow Tails," Twilight began. "I'm amazed. With all this talk about science and technology, I might have to retire from magic and start devoting my life in your field. We-"

"Hey egghead!" Rainbow Dash interrupted. "Save the world first! Geek out later! Plus, I already liked you a lot better when you're just an egghead on magic and other hocus pocus!"

"Anyway," Mario began. "Let's a-go!"

And with that, the heroes all begin their plan by first getting themselves transported into T-Pup by using the P.L.O.T. Device with Sally and Amy operating it.

Once inside, the heroes begin their mission as Tails explained, "According to the reading I took, the parasitic drains were strongest in the Audio/Visual Center of the CPU. We'll need to make our way through T-Pup's systems to get there, but there were minor drains everywhere so they could be anywhere in his systems."

Then, as if on cue, a flea-bot suddenly appeared in a flash of green light.

"I take it, that's one of those minor drains you mentioned earlier?" Twilight asked.

"What gave it away?" Rainbow asked.

"Well guys," Sonic said as he cracked his knuckles. "Y'know the drill. Let's smash'em."

With that the heroes all charged into battle as they fought the flea-bot.

The flea-bot quickly dodged all of their attacks by making a big jump, landing on a nearby beam before it shot out an explosive fireball at the heroes.

Spyro retaliated by firing more explosive fireballs of his own at the robot, while Sonic ran at top speed on some of the wires before he curled himself up into a ball and spin dashed through the robot, blowing it up.

The heroes all turned around to see more flea-bots advancing towards them.

Chapter 16: The World Inside T-Pup Part 2

The heroes were fighting off some more flea-bots, as they made their way though T-Pup's systems.

Rainbow Dash took to the air and punched and kicked several flea-bots off of the wires they were perched on.

Twilight was trotted towards several more flea-bots, firing several magic beams at them, causing them to explode.

Spike was flying, with his Winged Boots on, as he blasted several fireballs at the flea-bots and slashes a few with his Ghost Pirate Swords.

Spyro rammed ten more with his horns engulfed in a fiery ibex-shaped horn aura.

Sparx zipped past one flea-bot and taunted it to shoot another of its explosive fireballs, which missed Sparx and instead, strucked one of the other flea-bots, angering that flea-bot, which lead to a tussle between the two robots. Sparx couldn't help but laugh his heart out at the sight being unfolded before him.

Mario took out a hammer and smashed several more flea-bots, while Luigi took out an ice flower to become Ice Luigi, as he quickly extinguished a fireball that was being shot by one of the flea-bots at him, before he froze the flea-bot and threw it at the rest of the swarms advancing towards him and Mario.

Yoshi swallowed one of the flea-bots, before he laid an egg containing the flea-bot and hurled it at more of the swarms, knocking them down like bowling pins.

Polterpup was being chased by several more flea-bots, before he jumped through a wall and the flea-bots all crashed into the wall as they exploded. Once that was over, Polterpup jumped out and Luigi went over and patted the dog on the head, "Good dog!" And with that, Polterpup barked happily as he licked Luigi on the face.

Sonic meanwhile was flying on his Blue Star and slashed several of the flea-bots that were leaping off of their perches after him.

Tails was hovering as he blasted several of the flea-bots with his arm cannon.

"Blasted bugs!" Tails growled as he shot an electric orb at a flea-bot. "Die already!" Tails quickly turned to Sparx and said, "No offense."

"None taken," the dragonfly buzzed, while Spyro said, "Hey, now where have I heard that before?"

After much smashing, bashing, and firing, the battle ended, with the heroes catching their breath.

"Man! I never thought fighting off A LOT of Flea-bots can be so exhausting," Spike panted.

"Yeah!" Sonic panted in agreement.

After a while, the heroes all got back up as they resumed their mission through T-Pup's system.

"Wow, I can't believe this is what it's like to be inside a robot dog," Twilight said as she looked around.

"Tell me about," Sonic began. "I know T-Pup is a robot and all, and I kinda expect the inside of him to be, y'know, robotic. But to actually move around in here, fighting off some more of Eggman's robots, it's like we're in another world."

"I know how you a-feel," Mario began. "Me and Luigi once had a-been inside a-Bowser's body before-a. And it was a-like another a-world and it was a-not a-pleasant experience-a."(See Mario & Luigi: Bowser's Inside Story)

"Don't a-forget, before that-a we were inside a Yoob!" Luigi added, as he placed his hand over his eyes. "I'll a-never-a forget-a that-a horrible-a experience-a." (See Mario & Luigi: Partners in Time).

"Wow," Sonic began. "Sounds like you guys have been through a lot.

"Oh and that's-a not all," Mario explained. "Once a-before, Luigi got a-swallowed by a-Yoshi."(See Mario Power Tennis).

"Yoshi," Yoshi chriped shyly, as he blushes.

"They're not the only one," Spyro added.

"You, too Spyro?" Sonic asked.

"Yeah, me and Sparx-" Spyro suddenly spotted a flash as he screams, "LOOK OUT!"

A laser beam was shot out, and an orange robot came flying out, attacking the heroes.

"What the-" Sonic yelped. "What is that?"

"It's definitely not a flea-bot," Rainbow Dash said. "That's for sure."

Tails took out a scouter, and gasped in horror. "Oh no," he said, "It's one of T-Pup's anti-virus program. It must be thinking we're viruses."

"If that thing chases virus, why couldn't it fend off the flea-bots?" Rainbow Dash asked, while dodging an electric pulse from the robot.

"According to my scouter," Tails explained. "Eggman must've rewired them to recognize the flea-bots as harmless programs."

"Now that's low, even for Egghead," Sonic said, before he dodged another laser from the robot. "Anyway, what should we do?"

"If you guys can hold that thing down, I may be able to rewire it to its original function again, and it can rub off on the rest of the anti-virus programs and we should be able to have enough arms to chase off these mini-fleabots while we make our way to T-Pup's head."

"You heard Tails!" Sonic said as he curled up into a ball and knocked the robot down. "Keep the robot down!"

With that, all of the heroes all charged towards the robot.

Rainbow Dash attempted to punch the robot, but was electrocuted when she was about an inches away.

Twilight skimmed through her spellbook, but the robot knocked it out of her telekinetic grip, before it chased after her. The book fell onto a platform and nearly fell into a vat of strange orange-yellow liquid.

"Spike!" Twilight shouted. "Get my book!"

"I'm on it!" Spike said as he flies down to retrieve the book.

But as soon as he grabbed the book, a fireball came from behind and narrowly missed him. He quickly turned around to see another swarm of flea-bots advancing towards him and blasting several fireballs at him. Spike quickly unsheathed the Ghost Pirate Swords as he fought off the robots while holding onto the book in his mouth.

Twilight saw the trouble Spike was in and she charged up her horn and was about to fire a spell, when she started to hesitate.

"What are you waiting for Twi?" Rainbow Dash asked. "Shoot something already."

"I-I don't have my book," Twilight panicked. "I don't know what to cast to help Spike."

"Are you kidding me? We're all fighting for our lives, your number one assistance is in trouble, and you're saying you can't save him because you don't have your stupid book?"

"It's not a stupid book, Rainbow Dash, I-"

"It doesn't matter. I don't know you everything works with you Twi! But from where I come from, we have a saying that says, 'When in doubts, just Wing It!'"

"I can't 'wing it' Dash! I don't have any wings!"

Rainbow Dash sighed as she facepalmed and said, "It means, just do IT!" Rainbow Dash then flew away as she said, "Y'know what Twi? Forget it, I got this!"

With that, Rainbow Dash flew in and fought off the flea-bots that were overwhelming Spike.

"Thanks Dash!" Spike said as he hold off one of the flea-bots with his swords. Suddenly, a flea-bot jumped down from a ledge and caught Spike and Rainbow Dash off guard and sent both the book and the pirate swords out of Spike's claws.

"Oh no! The book!" Spike screamed as the book fell towards the vat.

"Don't worry Spike! I got it!" With a beat of her wings, Rainbow Dash jumped off the platform she was on as she made dive for the book. Just about an inch from the liquid in the vat, Rainbow Dash was able to snatch the book in her mouth.

Spike meanwhile, was left fighting off the flea-bots by himself. He tried to scare them off by breathing fire, by he was only able to scorch one of them, while the others all jumped out of his range and stomped on him.

"Spike!" Twilight cried, as she helplessly looked at her little purple dragon friend. Her expression quickly turned to that of anger and with her own glowing in a bright aura of magenta, she blasted a spell at the flea-bots and turned them into gems.

Spike looked up to see all of his attackers being turned to jewels

"I'll tell you what happened," Rainbow Dash said. "Twilight finally has the gut to bust out some serious magics. Way to go, Twi!"

Twilight just drew some circles in the floor, while bashfully saying, "I just wing it. Like you wanted me to."

"And I'm glad ya did, Twi!" Rainbow Dash said as she placed an encouraging hoof on her friend's shoulder, before her expression turned serious. "Now let's get back to help Tails and the rest of the heroes!"

"Hang on!" Spike shouted. "First I gotta go get my...." on cue, the Ghost Pirate Swords came magically, flying back into Spike's claws. "Swords," he finished.

With that, the trio returned to see the rest of the heroes holding down the robot that attacked them earlier, while Tails made some modification.

"There," Tails said as he closed the panel on the robot. "That should do it."

The robot stood back up, before it said,"Greetings, Tails! How may I be of service?"

"First, can you take me and my friends to T-Pup's main processor?"

"Affirmative! Bring Tails and friends to the main processor."

And with that, the robot led the heroes through T-Pup's systems, while fighting more of the flea-bots along the way for the heroes, until at last, the heroes reached their destination.

"Ok!" Tails began. "We've arrived in T-Pup's main processor."

"And we're here because?" Rainbow Dash asked.

"According to the reading I took earlier on T-Pup's status," Tails explained as he pointed towards a huge door, surrounded by a blue forcefield. "That door should take us to the Audio/Visual Center of the CPU. In other words, it should take us to T-Pup's head. But to let all of you inside we will need to find a way to get security clearance for you."

The heroes looked to see a blue glowing box with a picture of Sonic and Tails on it, both of the boys were giving a thumbs up.

"As you can see," Sonic explained. "We've already got ours. But if we're going to give you guys some clearances from T-Pup, we're gonna start by going through his memory through these ports."

"What do we have to a-do?" Mario asked.

"Me and Nicole have programmed T-Pup to act like a normal dog," Tails explained, "So if you help him in his memory, he will come to trust you and give you clearance. We'll just have to see what he wants!"

"Sounds like some kind of test to me," Twilight said.

"You're right, Twilight," Tails replied. "It's as you would say, a test of trust."

"Yeah," Rainbow Dash began. "I'm not so big on tests, so I think I'll pass."

"Rainbow Dash!" Twilight began. "This is serious! Whether you like tests or not, this one is really important. It could judge the fate of our world. And who knows, maybe your loyalty as well. We can't do this without you. So are you with us?"

Rainbow Dash stood and pondered, "Well, when ya put it that way, let's go!"

With that, Rainbow Dash jumped into a nearby port, with the heroes following close behind.

Chapter 17: The World Inside T-Pup Part 3

After Rainbow Dash had jumped into a port, Twilight and Spike both jumped in after her, while the rest of the heroes took the other ports, with Mario, Luigi, Yoshi, and Polterpup jumping down in one port, while Spyro and Sparx went to the last one.

Sonic and Tails meanwhile, were left waiting outside for their friends to come out.

"So Tails," Sonic began. "What do we do in the meantime?"

Before Tails could respond, they heard a hissing sound, and the boys looked up to see more swarms of flea-bots surrounding them.

"Fight off some flea-bots!" Tails said as he fired another electric blast from his arm cannon.

Rainbow Dash, Twilight Sparkle, and Spike

The three friends found themselves in a digital rendering of Green Hill Zone.

"Ok," Rainbow Dash began. "Now what?" she asked while looking around.

"Perhaps I could be of assistance," a voice called out.

The three friends turned around to see a lynx with jet black hair, markings on her face, wearing a purple dress with white trimmings, black pants, and shoes with matching colors with white colors at the toes, materializing.

"You're Nicole!" Twilight gasped.

"How observant you are," Nicole began. "And you are, Twilight, Rainbow Dash, and Spike. Tails had told me all about you."

"Yeah, I'll say," Rainbow Dash said. "And I'm sure he told you how awesome I am."

"I'm sure he did," Twilight replied. "But what I'd like to know is, how does an AI Program like you become somewhat a sentient being? I've read Sci-Fictional Novel about them, but to meet one up close that can actually...."

"Enough with the Egghead stuff already! Let's just ace this test we're in already! The sooner we get it done! The happier I'll be when I get to the chance to kick Chrysalis's plot again!"

Twilight sighed since Rainbow Dash was right. Then, she felt a gentle hand lifting her chin.

"Don't worry Twilight," Nicole said reassuringly. "Once this is all over, we'll have the time to trade knowledge."

Twilight smiled a little before they all got back to work.

Nicole then explained, "In this test, you will all need to look for 5 of T-Pup's Memory Tokens. They are hidden around here in this rendition of Green Hill Zone. But beware, some of them are also guarded by the digitall copy of the enemies you've faced. Each of you must use your special abilities to find them."

"Just one question," Twilight began. "What doe these Memory Tokens look like?"

"They look like this," Nicole waved her hands in several motions, before she conjured up an image of a ring, rotating on its axis. "I'll be off to assist the other heroes. Good luck, my friends."

And with that, Nicole disappeared into mutliple digital bits.

"Ok, got it! Let's go!" Rainbow Dash said as she quickly flapped her wings, looking for the Memory Tokens.

Twilight meanwhile used her spellbooks to chant a spell, as her horn projected a beam of x-rays as she scanned the ground for the Memory Tokens.

Spike meanwhile was using some of his gem hunting skills to look for the Memory Tokens, when a digital version of one of Dr. Eggman's robots attacked him. Spike didn't hesitate to slash it with his Ghost Pirate Swords, before he breathed fire, burning the copy until it disappeared into multiple digital bits, before leaving behind a Memory Token.

"Hey girls!" Spike shouted. "LOOK! I found one!"

"I've found one too!" Twilight exclaimed, while levitating hers.

"Same here," Rainbow Dash said as she hovered above them.

"Only two more to go and we'll have a clearance from T-Pup," Rainbow Dash exclaimed.

It took them some times, but after fighting several more renditions of Dr. Eggman's robots, and after some searching in both the air and sky, the trios were able to locate the last two Memory Tokens. Rainbow Dash got one after fighting a digital copy of Eggman's Buzzbomber, while both Spike and Twilight got another after destroyed a capsule that Twilight had located at the top of a shuttle loop.

Then, a voice broke out: "Twilight Sparkle, Rainbow Dash, and Spike's Security Clearance granted. You all have T-Pup's trust."

Mario, Luigi, Yoshi, and Polterpup

Mario and his groups were in a rendition of Spagonia. Nicole had informed them of their assignment, right after she had informed Twilight's group, and before she teleported off to do the same with Spyro and Sparx.

"Let's a-go!" Mario shouted as he and his group all jumped into action.

Mario ground pounded a digital rendition of a Moto Bug, before he kicked a Coconut Badnik out of a tree and later climbed up the tree, until he reaches the top where he somersaulted off to reach the top of a bell tower. And there, he found the first Memory Token inside the bell.

Luigi meanwhile, sucked another digital copy of a Moto Bug badnik, with his Poltergust 5000, which he then uses to fire the badnik into another, and they both exploded upon impact into digital bits. After that, Luigi began to use his Poltergust to vacuum the surrounding area, until he located a Memory Token from a nearby potted plant.

Polterpup later came with a Memory Token in his mouth, which he had dug up earlier.

"Good boy," Luigi said as he petted the ghost dog's head, which the dog responded by wagging his tail.

Yoshi meanwhile swallowed a digital rendition of a Buzz Bomber which he used to chuck at a badnik before it bounced off onto another badnik, and it kept repeating the process with several more badniks. In the process, two more Memory Tokens appeared.

After collecting all five Memory Tokens, a voice broke out saying: "Mario, Luigi, Yoshi, and Polterpup's Security Clearance granted. You all have T-Pup's trust."

Spyro & Sparx

"Ok, I got it!" Spyro said as Nicole teleported away. "C'mon Sparx. Let's rock n roll."

Spyro and Sparx where in a rendition of Chun-nan, a Chinese themed location of Mobius. Spyro flapped his wings and took to the air, hoping to find more of the Memory Tokens from the air, along with Spike.

Suddenly, a missile was fired and it narrowly missed Spyro and Sparx as it flew past them. They looked down to see three rendition of Dr. Eggman's Badniks called, Snail Blasters, perched at the top of a pagoda. The Snail Blasters fired several more missiles at the two heroes, as they started to fly around, avoiding the shots. Spyro then started to fly higher before he reached the peak of his flight, before he folded his wings to his sides and started to plummet back to the ground. As he started to come closer to the ground, he began to pick up speed, while avoiding all the shots fired at him. Then at the last second, he spread his wings and became airborne while shooting a fireball at the three badniks, and they all exploded into million bits. In the process, one of them dropped a Memory Token, which Sparx didn't hesitate to retrieve as he zipped past Spyro.

Then, more troubles came for the boys as they spotted several more Badniks, flying ones, coming after them. A Buzz Bomber shot an explosive fireball from its stinger tip at Sparx, who was quickly shielded by Spyro, who countered by friing a giant fireball at the hornet, causing it to explode into a million bit. Then, a Balkiry came flying towards the dragon and rammed itself into him, sending him flying into the pagoda. Spyro got up and breathed another explosive fire ball on the badnik, causing it to explode. After that, more of the badniks began to fly after Spyro as he and Sparx flew out of the pagoda and a chase ensued. The Buzz Bombers all fired their attacks on the purple dragon, as he flies through the rendition of Chun-nan, with his dragonfly companion at his side. They quickly got hornets off their back, when they flew towards an incoming torii arch and they both barrel rolled in different directions, confusing their chasers, leading them to crashed into each other, and into the structures. But there were still several more of the flying Badniks as they continued their chase after the dragon and dragonfly. Spyro quickly located a Memory Token under another torii arch, and made a quick flap, along with Sparx, for the token, before they did a loop and flies over the arch, while the enemies all flew past under them. The Badniks didn't know what had happened until it was too late, as Spyro and Sparx then became the chasers. Spyro and Sparx both breathed several explosive fireballs at their enemies, and they all exploded into several more bits, and a Memory Token was dropped.

"And now, we have three," Spyro said as he landed on a giant lilypad.

"Just two more to go," Sparx said, before he screamed, "Spyro! BEHIND YOU!"

A fish-like Badnik, Masher, jumped out of the water behind Spyro, snapping its jaws, as it flies after Spyro. However, thanks to Sparx, Spyro had the heads up and dodged out of the Masher's way, before he lunges forward and slashes his claws at the Badnik, cutting it as it disappears into several digital bits. Then, more fish-like Badniks, Bfishes and Chop Chop, jumped out of the water, attempting to eat the dragon and dragonfly. Spyro fought them off by firing several fire balls, kicking, clawing, and whipping with his tails at the fish Badniks, while Sparx was determined not to get eaten.

Eventually, the fish Badniks had enough as they all disappeared into more bits, before a Memory Token fell from the sky and landed in front of Spyro.

As soon as Spyro had picked the token up, smokes erupted out of nowhere, before a lynx, wearing a straw hat walked out, with a sword drawn. The lynx charged at Spyro at an incredile speed, slashing her sword at the dragon, who narrowly avoided them, but the lynx quickly did a roundhouse kick and sent him flying backwards.

"Spyro!" Sparx called out. "You alright?"

"Yeah," Spyro grunted. "I was caught off guard."

The lynx jumped up in the air and attempted to stab the dragon with the sword, but Spyro quickly rolled aside before he charges at the lynx and rammed her, sending her flying a few feet away, but she was able to recover from the impact, and landed perfectly on her feet. Then, she sended several ninja stars at Spyro, who quickly jumped behind a digital copy of a foodcart, while Sparx quickly flew to the lynx and shot several fireballs in her face, blinding her. As Sparx was about to fly away, he felt something catching him by the wings. The lynx had caught him, but then Spyro came to his rescue as he flew at the lynx, spinning rapidly and whipped his tail at the lynx, forcing her to let his friend go, before he ended the fight with by slamming his tail on her, and she disappeared into several digital bits, and a Memory Token appeared.

After Spyro collected it, a voice broke out saying: "Spyro and Sparx's Security Clearance granted. You both have T-Pup's Trust."

Main Processor

A blue box with a picture of Rainbow Dash, Twilight Sparkle, and Spike appeared in the main processor, followed by another blue box with a crowded picture of Mario, Luigi, Yoshi, and Polterpup, along with a blue box with a picture of Spyro and Sparx.

After completing their tests, the heroes all exited out of the ports to meet up with Sonic and Tails, both who are with Nicole.

"Hey guys!" Rainbow Dash called out, "Anything happened while we're gone?"

Flashback

Sonic, Tails, along with some of T-Pup's anti-virus robots, were fighting off some flea-bots, while the rest of their friends were passing their tests for their clearances.

"They just keep coming!" Sonic grumbled.

"Then we'll just have to keep fighting them off, until the rest of our friends passed their tests!" Tails said, as he struggled with a flea-bot on top of him.

Just as the flea-bot was about to fire its attack on the fox, an electrical surge cracked through the air and the flea-bot was destroyed. And there stood, Nicole.

"Hey Tails!" Nicole said. "Hey Sonic! Got your hands full?"

"No kidding," Tails replied. "Thanks for the save. Care to help us even the odds?"

"No problem!"

With that, a pink-magenta glowing pitchfork-like staff appeared in Nicole's hand as she swings it around cuts all of the flea-bots down to size. Then, she curls herself up into a ball and knocked them all down as if they were bowling pins, before she uncurled herself and whipped her hair at one of the flea-bot, as two strands of her hairs with electrical plugs at the end materialized, and electrocuted the flea-bot, causing it to explode.

"Alright, Nicole!" Sonic and Tails applauded.

Present

"Omigosh! Omigosh! Omigosh!" Twilight squealed before she ran up to the holo-lynx. "Not only can you simulate feelings and features like that of a sentient being, but you are also able to use several different moves and techniques for combat!"

"As much as I'm not big on egghead stuff," Rainbow Dash began. "I'll have to admit, you're one awesome cat, Nicole."

"Thank you," Nicole beamed.

"Anyway," Tails reminded. "Now that you've all got your clearances, let's keep going. And Nicole, you might want to come along, cause we'll need your help as well."

"I'm always happy to help Tails."

With that, the heroes, plus Nicole, both headed toward the forcefield that protected the entrance to T-Pup's head, and were all able to pass through, without any problem. Along the way, Twilight asked, "By the way Nicole. What were you doing inside T-Pup in the first place?"

"Well, after you all left, I quickly linked myself up with T-Pup to gain acess. I tried to get here as soon as I could, but by the time I was able to locate you, you were all in the Main Processor of T-Pup. I'm sorry I couldn't have been able to help all of you anytime sooner."

"Hey, don't worry about it, Nikki," Sonic began. "What matters is that you're here now, and you're helping us stop the Syndicate."

"Anyway, we're here now," Tails said as he revealed everyone that they were all standing before the gateway to the inside of T-Pup's head. "This is T-Pup's head. The flea-bot should be right behind this panel."

And with that, the heroes all entered as they stepped on an elevator as it takes them to T-Pup's head.

Once inside, Tails began, "Ok, it should be in here somewhere! Remember we need to retrieve the transmitter unit from it so we can use it to trace the signal to Dr. Eggman's Secret Lab."

"Gotcha!" Sonic said.

"Confirmed!" Nicole added.

"Yoshi!" Yoshi chirped.

With that, the heroes slowly walked in, keeping a look out for the flea-bot.

"I don't see any flea-bots in here, Tails," Twilight said.

Tails was flabbergasted, "But I was sure that the flea-bot was here...."

"Maybe it saw us coming and hightailed it outta T-Pup," Sonic said.

Then, out of nowhere, a giant flea-bot lept down from the ceiling and landed in front of the heroes.

"Aaaaaaaaaarrrhhh!" the heroes screamed.

"I've said it before," Spyro began. "And I'll say it again, you can be wrong for a hot second."

The giant flea-bot made the first move as it leapt forward, after the heroes, and sent a huge shockwave after the heroes when it landed. It then shot three explosive fireballs, which the heroes were able to dodge from.

"C'mon!" Tails cried. "Let's capture that flea-bot!"

Sonic immediately curled himself into a ball, as he spins in place and began to pick up speed. Then, he launches himself and made an impact on the flea-bot. The flea-bot was stunned for a bit, before it made a huge leap and stomped on Sonic, before it leaped away again.

"Sonic!" Tails cried. "You alright?"

"Yeah, I'm fine," Sonic replied, as Tails helped him up.

The flea-bot in the meantime, was about to fire more fireballs, when its fire got extinguished by Ice Luigi. Luigi threw several more ice balls, before Mario came, riding on Yoshi's back with his hammer out. Yoshi ground pounded the flea-bot, while Mario leaped off the dinosaur's back and slammed his hammer hard on the flea-bot's abdomen. The flea-bot quickly lept away as it perched itself above an electric orb.

"What's it doing?" Sonic asked, to which Tails responded by taking out his scouter.

"The ball is obviously T-Pup's power source," Tails explained. "Oh no! That thing's trying to heal itself by leeching off of T-Pup's energy! We've got to stop it!"

"Don't have to," Sonic replied, pointing at the flea-bot. "Cause Nikki's way ahead of us."

And just as Sonic had said, Nicole materialized herself behind the flea-bot and with her weapon in hand, she attacked the flea-bot, catching it off guard as it jumped off from its perch and landed back into the battle with the heroes, who are not planning on holding back.

Spike attacked as he breathed fire, with his Ghost Pirate Swords, flying out of his hand and slashing at the flea-bot.

Twilight shot a magic pulse at the robot.

Rainbow Dash landed several punches.

Spyro reached into his bag and pulled out the Dragonfire Cannon and used it to give enough firepower to attack the flea-bot.

The flea-bot tried to retaliate by firing more of its fireballs, but Mario and Luigi both swung their hammers together to deflect the fireballs back at the flea-bot, all the while riding on Yoshi.

Sonic attacked it with his trademark homing attack.

And Tails delivered the final blow, with a fully charge electric ball from his arm cannon.

The giant flea-bot couldn't take anymore attacks from the heroes as it limped a little before it completely collapse before them.

"Great work team," Sonic exclaimed. "Ok Nikki, work your magic."

"Don't ever refer to my skills as magic," Nicole sighed, unhappily.

"Whatever," Sonic said, rolling his eyes.

"What's so wrong about magic?" Twilight asked.

"Nicole has a bit of a history with magic before," Tails explained, before he decided to change the subject. "So Nikki, analysis?"

Nicole was linking her powers with the flea-bot, before she answered, "I've got the coordinates for Dr. Eggman's lair."

"Where is it?" the heroes all asked, besides Yoshi and Polterpup.

"His lair is under the ruins of what was once his citadel; New Megaopolis. Apparently, he was upgrading his Death Egg Mark II into the Death Egg Mark III there. And by the looks of things, it's ready to launch at any moment. You must hurry and leave, right away!"

"Sal! Amy! Get us out of here!" Sonic shouted on his communicator.

Real World

"Ok Sonic!" Sally began. "Now that you and the heroes, now know where Eggman and the Syndicate are, it's all up to you guys now!"

"Please Sonic!" Amy added. "The fate of the entire world rests in your hands, claws, and hooves."

"Don't worry," Sonic said proudly. "We'll stop the syndicate and save the day in a sonic-second!"

"Make that Rainbow Dash-second flat!" Rainbow Dash exclaimed.

"You're on!" Sonic replied as both he and Rainbow Dash both held a competitive look on their face.

With that, they both ran off, out of Freedom HQ, and off into the distance.

Tails embraced Nicole before he said, "Take care of everyone while we're gone, Nikki."

Nicole nodded as Tails spin his two tails and flew after Sonic and Rainbow Dash.

"All a-right!" Mario exclaimed. "This is-a it, a-Luigi! Let's a-go stop a-the Syndicate once and a-for all!"

"Oh yeah!" Luigi replied, as he and Mario both climbed onto Yoshi's back.

"Let's a-go!" Mario cried, as Yoshi chriped before it ran off into the distance with Polterpup following behind.

"For Skylands!" Spyro said as he flapped his wings and flew after the heroes with Sparx.

Twilight and Spike were the only ones left. Twilight and Spike both looked at each other before they nodded their head and ran after their friends screaming, "For friendship! For magic! For Equestria til the end!"

"Which I hope isn't too soon," Spike added.

Sally, Amy, and Nicole both stood and watched as the heroes disappeared off over the horizon.

Chapter 18: Race to The End

New Megaopolis

Dr. Eggman and the Syndicates were all in the upgraded Death Egg Mark III, laughing evilly, while overlooking their newly developed Doomsday Machine. Their happy moment was short lived when an alarm rang, and they looked up on a monitor to see a blue streak heading for them, followed by several more multicolored streaks, with one that is a rainbow.

They looked through a camera and zoomed in on the colored streaks, to reveal them to be none other than the heroes. Instantly, the Syndicates all called in every of their forces, and ordered them all to attack the heroes.

Several Changelings buzzed their wings as they charged at the heroes as green flaming comets. Not wasting a second, Rainbow Dash cracked her hooves as she was the first to charge in towards the Changelings and fought them off.

One of the Changelings tried to bite Rainbow Dash, but the she was too quick for it and punched it away, following with a swift kick as another dived down on her.

The Changelings that haven't got into close combat with Rainbow Dash all shot green slimes at the cyan pegasus, only for them to be repelled by a magic shield produced by Twilight.

"Thanks Twi," Rainbow Dash called out.

"No problem," Twilight replied, before they both resumed galloping through the Syndicate army with the rest of the heroes.

More robots were deployed, along with several cannons and guns being aimed in the heroes' directions. With that, the leaders on board the Death Egg all shouted, "FIRE!"

On command, all fires were opened as the heroes fought their way through the shots.

Mario and Luigi, riding on Yoshi, with Polterpup running by their side, all brought out their hammers and knocked all bob-ombs and bullet bills away, as if they were multiple baseballs. One of the Bullet Bills was launched right back into the cannon it was fired from and exploded upon impact.

Yoshi quickly saw a random Koopa and snatched it with his tongue, before swallowing and producing an egg which he used to hurl at all of the Syndicate troops.

Sonic jumped on a Koopa and used its shell as a skateboard, with Tails flying close behind. A Buzz Bomber swooped in and tried to shoot Sonic, but Tails quickly shoot it down with his arm cannon. Sonic continued surfing through the battle on the Koopa, and knocking out Koopas, Goombas, Changelings, and robots along the way before he jumped off and resumed running through the battle, kicking and spin dashing though the army of robots.

Many flying Syndicate troops all tried to surround Tails, but the cunning fox kid was quick to reach into his handbag and threw a flash grenade, blinding the troops, before he striking them all down with his Magic Hand device. One lone Changeling tried to tackle Tails from behind, but was stopped by Spyro, who dive bombed on the creature, and together they fell to the ground as flaming comets and landed in a great burst of fire.

The Spyro stood over the Changeling, knocked out, before battling several more monsters that were coming at him. A troll fired a homing missile from his bazooka at the dragon, but Spyro quickly dodged the firearm and shot a giant fireball, which exploded upon impact with the troll. Spyro started charging headfirst into the battle, while igniting a fiery aura on his horn, before it takes the shape of an Ibex's horn. All of the enemies caught in the dragon's path were all smoldered and blackened.

"All right Spyro!" Sparx cheered.

Twilight galloped through the horde, blasting away enemies from every corner with her magic, while using her book, having enchanted it, as a shield. She was stopped in her track when a Magikoopa appeared before her and with a wave of its wand, sent a magic fireball flying towards her. Twilight retaliated with her own magic fireball. Both magics clashed and exploded into bright multicolored sparkles.

Soon enough, Twilight found herself surrounded by more Magikoopas who all shot several magic fireballs at her, which she countered with her own magic. One magic fireball got through and singed Twilight's mane, and a lightning bolt shot by one of the Magickoopas struck her spell book, knocking it out of her telepathic grip.

Eventually, the wizard koopas all overwhelmed the unicorn. Luckily, Rainbow Dash saw this and came to the rescue with Spike.

Spike recovered the book and used it as a shield against the Magikoopas and their spells, while Rainbow Dash quickly bashed them all away.

"Thanks you guys," Twilight panted as she got up.

"No problem, Twi," Rainbow Dash smiled, patting her friend's back with her wing. "LOOK OUT!"

Rainbow Dash quickly shoved Twilight out of the way, just as a Spiny Egg landed and unrolled itself into a Spiny.

Soon enough, Lakitus are seen flying towards the heroes, together with some more enemies.

A Koopatrol poked its head out from one of the Lakitu's cloud with a cannon, shooting a Red Bullet Bill towards the heroes. A Hammer Bro from another Lakitu's cloud threw some hammers, and another Koopatrol threw several more Bob-Ombs from another cloud.

Rainbow Dash barely dodged from the Spiny Eggs, while avoiding a Bob-Omb that exploded next to her. Suddenly, a Bullet Bill came unnoticed and clipped her wing.

Rainbow Dash dropped at an alarming rate and just as she was about to hit the ground, Spyro, Tails, and Spike were able to catch her.

Before the flying enemies could attack again, Twilight quickly projected a magic bubble around the heroes, shielding them from the attacks.

A Lakitu was about to hurl another Spiny Egg, when Sparx flew into its eyes, blinding it, causing it to fire in the wrong direction and accidentally lodging the egg into a cannon in another Lakitu's cloud, causing it to explode. This set off a chain reaction as the flaming debris fell into the other clouds, some containing Bob-Ombs, causing them all to explode.

"Way to go, Sparx!" Spyro cheered as he and the dragonfly both share a high five.

Several burned debris rained down on the heroes, bouncing off the bubble.

"Hey Luigi!" Mario cried, walking out of the bubble and picking up a Spiny's shell. "Free helmet!"

"Oh yeah," Luigi agreed, as the two plumbers both put on empty shells of Spinies on their heads like helmets.

Meanwhile, Twilight was busy wrapping some bandages around Rainbow Dash's wounded wing.

"Hold still, Rainbow Dash," Twilight said, before she used some healing magics. "You'll feel better after this."

"Forget it, Twi. Just go without me," Rainbow hissed. "I'm not much good now that I'm grounded."

"No way, Dash!" Twilight exclaimed. "We didn't came all this way to leave you behind! We're all in this together!"

"Listen," Spike began. "As much as I hate to ruin this touching moment, but.... THE DEATH EGG IS LEAVING THE GROUND!"

The heroes turned to see billows of smoke flying out from the Death Egg's rocket engines, as the giant ship ascends into the sky.

"C'mon!" Sonic exclaimed. "Let's juice it!"

With that, all heroes ran after the speedy hedgehog as they boarded onto the Death Egg just in time.

"That was way too close for comfort!" Tails panted. "C'mon, let's go stop the Syndicates."

With that, the heroes made their way towards the bridge, battling more enemies along the way, and dodging some of the Death Egg's traps, until at last, they made it, to see Dr. Eggman and the other villains inside several capsules, attached to a globe-like device.

"Sorry it took too long for you, Eggman," Tails said. "But it ends here!"

"This is it, Egghead!" Sonic added. "We're here to stop your Doomsday Machine."

"And once we've stopped your evil plans," Rainbow Dash growled. "Then, I'm gonna have so much fun, kicking your plots repeatedly. Starting with you, Chrysalis!"

"And you'll be taking a one-way trip to the moon," Spike added.

Dr. Eggman cackled. "You heroes are persistence, I'll give you that! But perhaps you'll all change your minds, sooner or later, once we give you a demonstration of our combined powers together with the Chaos Emeralds and the Master Emerald."

Dr. Eggman instantly pressed a button, and a voice was heard saying, "Universal Doomsday Super Genesis Wave countdown innitiated. Mobius destruction will commence in 5 minutes and counting. Have a nice day."

"Oh no, not again!" Sonic groaned, as he remembered what had happen the last time Dr. Eggman fired a Super Genesis Wave.

"Oh yes, again!" Dr. Eggman replied. "Once started, it can't be stopped, you see? I never got around to finishing the override switch," With that, he broke out into another fit of evil laughter.

"Are you crazy?" Spyro shouted. "You'll destroy yourselves too!"

"HA!" Kaos shouted. "That's where you are WRONG again, FOOL! As you can see, each of us are protected, within our very own Evil Special Protective Anti-Universal Super Genesis Wave Capsules OF DOOOOOOOOM!! HA HA HA HA HA! So technically speaking! We are safe, and you're not! Therefore, victory is at HANDS!! HA HA HA HA!"

Soon after, it was Bowser's turn to laugh, as he roared, "Give up, Mario! Not even the stars can save you now!"

"Oh no!" Luigi cried.

"Come on, a-Luigi!" Mario said. "We didn't a-come a-here to cry in a-defeat! We've a-got to a-disable that a-Doomsday a-Machine!"

"What kind of foals do you think we are?" Queen Chrysalis asked.

"That's right!" Dr. Eggman chortled. "We've come too far to be denied by you meddlers. Now then," Dr. Eggman slammed his fist on a button and a voice was heard saying, "Activating, Doomsday Defense System."

"Come on you guys!" Sonic cried as the heroes all got into their battle stances. "Remember everything we've been through! It all comes down to this!"

With that, the battle that determines the fate of worlds has begun.

Chapter 19: Final Showdown

Author's Note

I'm sorry it took so long. But now, I'd like to get this done before I can move onto anything else.

Chapter 19: Final Showdown

The battle begins with Dr. Eggman firing several beams of lasers at the heroes. Sonic, as usual, speeds off, evading the blasts, with Twilight projecting a magic shield to save herself, and her friends.

Kaos pressed several buttons in his capsule, firing several Skyland elemental attacks at the heroes. A fireball nearly struck Twilight, who quickly conjured up a shield of water, extinguishing the fiery attack, while Spyro and Sparx took over, as they both released their own fiery assaults on Kaos.

"HAHAHAHAHAHA!!! FOOLS!!" Kaos laughed. "Haven't I already told you? I am well protected within these capsules of DOOOOOOM!!!" Pressing a button, Kaos hollered, "MINIONS!!!" Answering Kaos's call, several armored trolls appeared in the room, as they all conjured their firearms, and opened fire on Spyro and Sparx.

Bowser pulled a lever in his pod, which triggered several bullet bills to be fired at the heroes. Mario and Luigi both got out a fire flower and ice flower. Harnessing the flowers' powers, the brothers respectively become Fire Mario and Ice Luigi. Armed with their new powers, Mario and Luigi magically conjured some fireballs and snowballs to freeze the Bullet Bills, and blasting away some robots Dr. Eggman had summoned.

Bowser quickly called forth some minions of his own to the fray. Reacting fast, Yoshi quickly shot his sticky tongue out, as he snatched a goomba and swallowed it, before he lays an egg. With that, Yoshi throws the egg at the rest of Bowser's troops, rick rocketing off from one solider to another. Polterpup joined the fray, as he barked at some of the monsters, scaring them, before he bit a hammer bro. on the butt.

Rainbow Dash was fighting alongside Sonic, as both she and her fellow speedster fought off several robot minions, and some changelings that have entered the fray. The changelings were hissing as they snapped their jaws at Rainbow Dash, who retaliated with a punch, before she was piled on by some others.

"Dash!" Sonic shouted, as he runs to Dash's aid, only to be slowed by a sticky green goo, courtesy of the changelings.

"Spyro! HELP!!!" Sparx screamed, before he was caught by one of the changelings.

"Sparx!" With a burst of fire, Spyro broke free from some changelings, as he flies in to rescue his dragonfly brother.

In the meantime, Spike quickly came to the rescue and freed Dash from her restraint. Meanwhile, Twilight was skimming through her book. "There must be some way to...."Twilight suddenly noticed something. "Hey! What's this?" With that, Twilight walked through a door and came out riding an Egg Mobile. "Ha ha! Now I'm in the game!" Twilight was suddenly flying out of control, driving the hovercraft.

"LOOK OUT!" she shouted, heading towards the Mario Bros. who didn't have time to react and were knocked down. "Sorry, my fault!" Twilight apologized, before driving away. "Okay, how do you work this thing?" she pressed a button and several guns appeared in the room and blasted lasers at the heroes and minions in random directions.

"HIT THE DECK!" Rainbow Dash shouted, as she, Spike, Spyro, and Sparx crouched down, claws and hooves over their heads.

"Sorry you guys!" Twilight apologized. "That was my fault!"

Sonic and Tails both jumped away, narrowly dodging a laser blast, while Mario's hat got blasted off by a stray laser beam.

"Hey! Watch-a where you're-a firing-a Twilight!" Mario shouted, shaking a fist in the air.

"STOP!" Twilight pressed a button repeatedly. "STOP! Why won't you stop?!"

Several missiles came flying out, and they flew in random directions, blowing up the minions, Twilght's fellow heroes, and the Syndicates.

"Oh! My Death Egg!" Dr. Eggman moaned, while fanning himself.

"STOP HER YOU FOOLS!!" Chrysalis ordered to some shaking changelings.

"Oh, what was this world thinking with its technology?" Twilight inquired. "Magic's the only way to go!" Then, with a last stray laser beam, a machine was struck, causing the barrier around Kaos's barrier to power down.

"Wuh-What?!!" Kaos exclaimed in surprise. "What's the meaning of this? Where did my Protective Barrier of Awesomeness go?"

"Looks like we've found a weak spot!" Sonic smirked.

"Hmm," Tails pondered, looking into his scouter to see more machines, all linked to the Syndicate's pods. "Ain't it just like Eggman, to overlook some weak spots for his machines?" Tails asked rhetorically.

Realizing their vulnerability, the rest of the Syndicates all turned to Dr. Eggman, glowering.

"Eh heh heh," Dr. Eggman chuckled. "Would it hurt to say, oops?" Seeing the disapproving looks, still plastered on the Syndicates, Dr. Eggman cleared his throat. "Besides, my repair systems will have your shield back up and running, Kaos."

"Well, can't you make it go ANY FASTER?!!!!" Kaos screamed at the top of his lungs.

"Time for you to get the horns, Kaos!" Spyro growled, as he came charging towards Kaos, with his mouth coated in raging fires.

Reacting fast, Kaos quickly summons a symbol of water, which he used to shoot a jet stream of water at Spyro. Spyro quickly shielded himself, with his wings, before he reaches into his bag, and pulls out a magic item, in the shape of a rocket with a ram's head. Upon activating the item, it grew large, before it flies towards Kaos, who quickly conjures a symbol of earth and summons a huge stone pillar, shielding himself from the attack.

"Now, prepare to be devoured by my Doom Sharks!" Kaos hollered dramatically, as he conjures several chomping shark heads, and sic them on Spyro. In retaliation, Spyro dodged all of the sharks, as he continues to breath fire after Kaos. "You fight well, Spyro," Kaos smirked. "But now, this is where it ends, for you are about to feel the wrath of my PLUNGER OF DOOM!!!" With that, Kaos pulled out what appeared to be a simple plunger, causing the rest of the Syndicates to fall flat on their faces, incredulous. Even Spyro and Sparx find it hard to be intimidated.

"Seriously?" Dr. Eggman asked. "The Plunger of Doom?"

"Ew, it sounds worse when you say it," Kaos said in disgust. Nevertheless, Kaos held his plunger like a spear, before he charged towards Spyro. "PLUNGER OF DOOOOOOOOOOOOOOOOO-Ugh!" Kaos was knocked out cold, when Spyro simply punched the evil portal master, knocking him out cold.

"Seriously?" Spyro asked, in a deadpan expression. "That's all you've got?"

"Wow, for someone who's really bent on taking over all of Skylands, and stuff. He's pretty stupid," Sparx commented.

Eggman shook his head in shame, "Why did I ever get that guy involved with our brilliant master plan again?" He asked.

"Oh, forget about Kaos!" Chrysalis replied, as she activated her button, summoning several of her changeling soldiers. "SEIZE THEM!!!"

With that, the changelings complied, as they morphed themselves into giant bug-like monsters, and attacked the heroes.

"I've-a seen ugly-a bugs in my days," Mario commented, activating a fire flower and hurled some fireballs. "But you are-a just the worst-a!"

"Oh yeah!" Luigi replied. "I like ya all-a better when you're-a a squashed!"

One of the changelings snarled, "You ever pulled the wings off a fly?" It asked, menacingly. "You care to see a fly get even?!"

"I don't think so, bug boy!" Rainbow shouted, as she came flying and punched the changeling in the face. "Oh yeah! I've always wanted to do that!"

Sonic and Tails were racing in the heat of battle, avoiding the crossfires between their fellow heroes and the Syndicates. Sonic quickly slashed his sword at the robots, slicing and dicing, while Tails readied his arm cannon and blasted several powerful energy blasts at them, destroying them.

Yoshi and Polterpup were also in the fray, as Yoshi swallowed some of the robots, producing eggs, and used them as ammos.

"Bark bark!" Polterpup cheered.

Suddenly, one of the robots pounced on the two, only for Yoshi to kick the robot, while Polterpup bit its leg.

"You kick! You bite!" Sparx chanted. "You kick! You bite! You kick! You bite! Teamwork fellas! WONDERFUL!!!" The dragonfly cheered.

"Twin Blades of Fury!" Spike shouted, using the swords in hands, as he destroyed a generator, needed for Chrysalis's shield.

Furious, the evil changeling queen beaten her wings, as she took flight. She was stopped, by the clumsy appearance of Twilight. The lavender unicorn, still having trouble with her vehicle, crashed into the evil queen.

"Oh, Spike," Twilight moaned, dizzily. "Did you catch the license on that robot?"

"GET OFF OF ME!!" Queen Chrysalis shouted, as she blasted Twilight off. Horn pulsing with dark auras, Chrysalis fired a bolt of dark magic, which Twilight quickly blocked with a shield spell. "I should've destroyed you, long ago when I had the chance!" Chrysalis hissed, before firing another spell.

Twilight teleported, evading the spell, before she reappeared, and fired a bolt of magic at Chrysalis, who screamed in pain, before she blasted a beam of magic, connecting with Twilight's. Chrysalis looked as if she was about to overcome Twilight, when Rainbow Dash flew in, and punched the changeling queen, disrupting her spell, allowing Twilight's to broke through.

The spell exploded upon impact, causing Chrysalis to get herself launched off her feet, landing in a machine, where she got herself electrocuted.

"AAAAAAAAUUUUUUUUGGGGGGHHHHHHH!!!!!!" Chrysalis screamed, before she fell to the floor, burn to a crisp. Struggling to get up, Chrysalis pointed her hoof at Twilight, "I'm not done with you......yet!" With a final gasp, the queen collapsed to the floor.

"Your majesty!" The changelings exclaimed, as they all swarmed around their fallen queen.

In the meantime, Mario and Luigi had disabled Bowser's barrier, forcing the Koopa King to escape his pod, to do battle with the Mario Bros.

"Show time!" Bowser said, cracking his knuckles together.

"Here we go!" Mario shouted.

"Okie-dokie!" Luigi followed.

Bowser leapt forward, throwing a punch, only for the brothers to roll out of the way, dodging the attack. With his mouths burning a blazing fire, Bowser fired several fireballs at the Mario Bros. Mario quickly pulled out his hammer and batted the fireballs, knocking them away, and back at the Koopa King.

Then, Luigi came in, "Chill-a out, hot-a head!" With that, Luigi fired an ice ball, extinguishing Bowser's fiery mouth. Soon, the two brothers pounced after Bowser, eager to give him a two-sided punch. However, the Koopa King quickly caught both the brothers' fists, before he pounded them both together. Then, with a giant leap, Bowser spins in the air, before he comes crashing down to the ground, crushing Mario and Luigi underneath his feet.

"Yoshi!" Yoshi chirped, as he hurled an egg at Bowser's face.

Bowser breathed a strong burst of fire in retaliation, only for Yoshi to grab a nearby koopa and hurled the turtle-like monster into his master's mouth, blocking his fire. Bowser quickly spatted his minion out, before he was thrown off by the combined strength of Mario and Luigi.

"Thank you, so much!" Mario said, giving Yoshi a thumbs up.

"Yoshi!"

Quickly getting up, Bowser withdraws into his spike shell, and hurled himself at the Mario Bros. Thinking fast, Mario and Luigi both got out their hammers, and whacked Bowser at the last second, knocking him away from them, while at the same time, making him take out his own minions, unintentionally.

Growing frustrated at their cunning, Bowser pounced, only for the Mario Bros. to slide underneath, and did an uppercut to the Koopa King's underbelly, flipping him in the air, and onto his shell.

Seizing the moment, Mario quickly grabbed Bowser by the tail. Summoning all his strength, he swung the Koopa King in a tornado, "So long-a Bowser!" Mario said, as he flings the Koopa King into a giant computer screen.

"Bye-bye," Luigi bid farewell, with a wave of his hat.

"Alright, Baldy McNosehair!" Sonic began. "Now it's just you!"

"Don't be so sure, Sonic!" Dr. Eggman spatted, as he pressed a button. "Prepare to be destroyed by Burnbot!" With that, a huge robot appeared, wielding a pair of large pincer-shaped claws.

"So what?" Sonic asked. "Is he going to destroy us with flamethrowers or something?"

Dr. Eggman paused, "Flamethrowers? Well, uh, no..."

"Oh, I know! Acid?" Tails spoke.

"Incinerators? Or grenades?" Sparx asked.

"No, no, no, no, his claws! His claws!" Dr. Eggman answered. "Very painful claws!" With that, the robot demonstrated by snapping its claws together.

"Then you should've called him Clawbot!" Sonic replied. "Or Veloci-razor! Or Pincetron 9000," He continued, much to Dr. Eggman's humiliation and frustration. "But Burnbot? Really? That's just false advertising-"

"I name the robot you moronic hedgehog!" Dr. Eggman shouted. "Burnbot! ATTACK!!" With that, Burnbot leaped into the fray, as it extended its giant claws out on long black cable-like wires, as it relentlessly struggles to land a sharp strike on Sonic. Sonic, nevertheless, was able to outrun the robot, before it was jumped on by Tails, who managed to pry its main control features open.

"A little rewiring and...." With a snap of a wire, Tails succeeded in short circuiting the robot, causing it to fly out of control, before it crashed into Dr. Eggman.

"Get off of me!" Dr. Eggman grunted, as he threw the destroyed robot off. "I can't believe it!" Dr. Eggman shouted in outrage. "You've actually defeated us!"

"That's right, Eggman!" Tails began. "But at least you've taught us a valuable lesson in teamwork."

"That's right!" Twilight followed. "Because teamwork is when you and your friends come together to collaborate as a team. When you lend each other your strengths and knowledge, you are able to overcome the many obstacles that comes your way. It's better than working alone. Gives a whole new definition to, 'United We Stand, Divided We Fall.'"

Everyone in the room all looked at Twilight, awkwardly, to which the unicorn took noticed and asked, "Um, that is what you were saying? Right, Tails?"

"Uh, yeah," Tails replied. "Except for that whole lecture about teamwork." Tails then turned to the Syndicates. "But the lesson ends here!"

Dr. Eggman cackled as he explained, "Not quite, Tails! You may have defeated us, but the doomsday machine will still destroy all of Mobius. You can't stop us!" With that, he went into another fit of evil laughter.

The heroes looked to see the timer counting down.

"OH NO!" Sonic shouted. "Only 30 seconds left!"

"Way to go, Twilight!" Rainbow Dash shouted. "You just wasted some valuable times with your whole lesson on friendship. AND NOW WE'RE ALL GOING TO DIE!!"

"Think positive, Dash!" Sonic exclaimed.

"I am positive! I'm positive we're going to die today! And I'm never ever getting another chance to impress the Wonderbolts and get a spot at their academy!"

Sonic frantically turns to Tails and shook the fox, "C'mon, Tails! Do something!"

"I CANNOT WORK WITH ALL THIS PRESSURE!!" Tails shouted.

"I know! I'll buy us some time with the Time Twisted Hourglass!" Spyro looked through his bag of Magic Items, and pulled out the Time Twisted Hourglass, but finds it still not fully charged. Spyro sighed, throwing the talisman back into the bag, sighing, "So much for that option."

Spike meanwhile, noticed something.

Twilight panicked and until she lost her mind and said, "Ok! Here's the plan! Sonic, Tails, you guys will open us up a portal for us to escape, and bid Mobius farewell. What's the use of saving it, if it's the first to be destroyed?"

Mario and Luigi both hugged each other, with Luigi crying, "We're doomed!"

"Hold me tight, Luigi!" Mario cried.

"Yoshi!" Yoshi joined the hug, with Polterpup whimpering.

"It's gonna...." Suddenly, the timer stopped. "Blow?"

"What the-?"

Everyone all heard a burp and turned to see a fat Spike.

"Mmm," Spike salivating his lips together. "Delicious gems."

"Spike?" the heroes exclaimed, incredulously.

"NOOOOOOOOOOOOOOOOO!" Dr. Eggman cried. "I....I...never got a chance to finish the power backup supply."

"Alright! Spike!" Dash smiled. "Ya did it! Ya saved the day!"

"I did?" Spike asked. "I mean, of course I did!"

"You're a hero!" Twilight complimented.

"Way to go, little guy," Spyro added. "You saved the world, on a full stomach."

"Too bad now we gotta pump the Chaos Emeralds out of you," Tails added. "And the Master Emerald."

"What?!" Spike moaned.

Chapter 20: Souvenirs and Good-byes

After their final battle with the Syndicate, the heroes returned to Tails's workshop to conclude their adventure.

"Okay, with Dr. Eggman behind bars, and the rest of his pals under your watch, I guess this is the part where we say good-bye," Sonic commented.

Tails walked forward and handed the heroes some telephone-like devices, "But just to be safe, take these Sega Universal Communicators with you!" Tails advised. "That way, if anything crazy like this ever happens again, we can work together again to resolve it!"

"Thanks again, Tails!" Rainbow smiled. "If you're ever in Ponyville, be sure to look us up!"

Meanwhile, Spike had finished writing a scroll, "There! That's done it!" He concluded.

"Alright!" Twilight smiled, feeling pleased. "Now I gotta turn this in to Princess Celestia, before the day's over. Don't want to get demoted to magic Kindergarten, or get banished to the moon if I turn this in late."

Spyro and Sparx were shocked and confused, "She'd do that to you, even after you saved her life?" Spyro asked.

"Nah, not really," Spike replied. "Trust me, it could've been worse. I've seen it."

"We've seen it, Spike," Rainbow reminded. "All the more reason why we need to remind Egghead here on not to overthink everything. We don't want to have a repeat of that 'Want-It-Need-It Spell' fiasco in Ponyville." With that, Spike and Rainbow Dash chuckled, while Twilight scowled, face blushing.

"Anyway," Twilight began. "If we're all done here, we should probably be going. Good-bye everyone!"

"Bye!" Rainbow and Spike waved, ready to take their leave, when Spyro stopped them.

"Oh, and Twilight," Spyro spoke. "Here's some Traptanium crystals to begin your study of Skyland's magic. And a little something to remember me and Sparx by."

"Really?" Twilight smiled, levitating the crystal up close. "Wow, thanks Spyro! I can already feel the magic of your world, pulsing off of this crystal! I can just taste it already!"

"Just one question," Rainbow began. "Kaos's isn't in this one. Is he?"

"Nope, he's in this one." Sparx answered, holding out a black crystal. "Well, loved to stick around and chat over some eggnogs, and what nots. But we gotta go!"

"Yep. So many bad guys, so many to fry," Spyro said, before he, Sparx, the ponies, and Spike, disappeared into the portal, leaving Mario and Luigi to say their farewells with Sonic and Tails.

"Well Mario," Sonic began. "It's great to see ya again. But don't think this is good-bye forever."

"Yeah, we'll see you and everyone else again, in the next Olympic game," Tails added.

"Thank-a you so-a much for-a saving us the-a trouble of sending Bowser-a back-a home," Luigi thanked. "Hopefully, he-a won't-a be a trouble for us, again."

"Just-a one-a more-a thing," Mario said, as he walked up to Sonic, and honked the hedgehog's nose.

"Ow!" Sonic yelled. "What was that for?!"

"For-a ripping my mustache off!" Mario replied.

"Hey! I said I was sorry!"

"Apology not-a accepted!"

"Oh yeah?! Well in the next olympic! We'll settle this once and for all, pizza breath!"

"You're on, chili dog mouse!" Before Sonic could grab Mario, the jump man made a quick dash into the portal, and disappeared out of sight.

Luigi and Tails both shook their heads at their brothers' interactions before they shook hands together.

"Well, see ya Luigi," Tails smiled.

"See ya later-a, Tails!" Luigi replied, as he got up on Yoshi, and rode off into the portal, with Polterpup following.

After that, Sonic and Tails both plopped down on a couch, breathing heavy sigh of relief.

"Well, glad it's finally over," Sonic sighed. "So, Tails. What should we do now?"

Before Tails could reply, both boys' stomachs growled, "Whoa, all of that adventure's made me hungry," Tails replied. "Let's go grab something to eat."

"Okay," Sonic replied. "Say, ya in the mood for chili dogs? My treat!"

Chapter 11: Daring Dungeon Duo

The remaining heroes: Twilight Sparkle, Spike, Spyro, Sparx, Tails, Mario and Luigi, are running and flying through the halls of Bowser's castle as they try and get away from the duplighost that changed itself into Hooktail.
They ran around the next corner, only to find another duplighost, which later shape-shifted into, Gloomtail.
The heroes immediately hightailed away from the duplighost as it gives chase with the other.

The heroes came across three doors in front of them, each leading to a different hall.

Twilight and Spike, both quickly jumped through the middle door which closes after they entered it. Mario and Luigi both picked the door on the left and it slammed itself shut after they entered. Lastly, Tails took the one on the right, which sealed itself shut afterward.

Spyro and Sparx are left to fight off both duplighosts on their own.

Twilight and Spike were running through a hall that appeared empty and not much of a challenge. However, unknown to the two, Twilight had stepped on a hidden switch that activates the hall's secret traps: Arrows, hidden cannons, flying razor blade disks, and thwomps that almost crushed them.

Meanwhile with Tails, he was flying over a pipe full of pirahna plant as he tries to avoid getting hit by some bullet bills that are being fired at him. Among the bullet bills, are missiles that would explode into flying nets that would capture Tails and entangle him. Tails finds it too difficult to make it through by flying and decides to try and walk across a rope and avoid losing his balance if he doesn't want to end up becoming piranha plant food.

Meanwhile with Mario and Luigi, the brothers were running until they stopped to catch their breath.
"Mario!" Luigi said, "What a-do we do now?"
"Good thing I have a star-a-man with a-me in case of emerency!" Mario said as he took out a starman and tries to activate it, only for the starman to just disappear in a puff of smoke.
"Oh no!" Mario cried. "We can't a-use a starman Luigi!"

And as if their bad luck couldn't get any more worse, the statues of armored-changelings began to move and come alive as they attacked the Mario bros. Luckily, the Mario bros. were able to get away from them. Only dead ahead, was a Buffalo Beetle. It thrusts its flaming stinger forward in an attempt to strike one of the Mario bros. But the Mario bros. were able to dodge the attack by jumping out of the way and avoiding getting grabbed by its snapping claws. Then, they ground pound it before moving on.

Twilight and Spike were able to make it out of the room alive as they meet up with Tails, Mario and Luigi, who all barely made it out with their lives.

"Can we a-go home a-now?" Luigi asked, completely terrified.

Then, before anyone could answer Luigi's question, black smokes began to fill the room before they disappeared to reveal ten boxing ghost-like monsters called Broozers, all glaring at the heroes with their boxing gloves at the ready.

The heroes had the same idea as well, as they get in their fighting stance. All, except for Luigi, who just cowers as he hides inside a suit of armor.

The battle began as both the heroes and the baddies charge at each other before they clashed.

Twilight blasted one of the Broozers with a lightning spell.

Spike destroyed one with his Ghost Pirate Swords, and it disappeared in a puff of smoke.

Mario jumped on a Broozer three times before it disappears in a puff of smoke.

Tails took out five Broozers in the same fashion that Mario just did. During the fight, Tails notices something hidden behind a wall that is actually just paper. He looks inside to see some equipment that used to be his.

"Looks like Dr. Eggman had been snooping through my workshop," Tails said as he takes some of the equipment and stored them in his satchel. Then he holds onto a small flash grenade as he runs toward some Broozers that were overpowering Twilight and yells, "Twilight! Close your eyes!"

Twilight heard what Tails said and did as he said as a loud bang and a flash of light emitted through her eyelids. After that, she opens up to see the Broozers dazed and some of them accidently fell out of a window, while the others crashed into each other and into the walls.

"Now's our chance!" Tails yelled as he runs toward a door and opens it up, before entering with all the other heroes.

As the heroes run through some more halls, Twilight asked, "What do we do now?"

Then, Twilight noticed that two more of the heroes are missing and asked, "Hey! Where are Spyro and Sparx?"

"We thought they were with Tails!" Mario explained.

"They weren't with me!" Tails answered. "They were right behind me when we were chased by those duplighosts."

"They must a-be with the others in the dungeon!" Luigi said.

"We need to get to the dungeon and free some of the Toads! Rainbow Dash and Sonic are probably there as well, with Spyro and Sparx, so we'll need to free them as well!" Tails said before he turns his head to Mario and asked, "Mario! You know this castle inside out! Where's the dungeon?"

"It's a-just down this a-hall! We should a-find a pipe up ahead and use a-it. Come on!" Mario answers as he breaks into a run, "And once-a we a-get a-there! I'm a-gonna get a-Sonic for ripping my mustache!"

"Here!" Twilight said as she and all the heroes screeched to a stop. Then, she shot a magic beam at Mario and making a mustache appear on Mario's face.

"Oh, that's a-better" Mario said as he feels his own mustache again.

The heroes then resumed their running, and just like what Mario said, a green pipe is just ahead and immediately, the heroes all at once, jumped straight into the pipe.

The heroes later came out from the other end of the pipe, where they found themselves in a room full of Toads locked behind bars and gilded cages.

"Don't worry you guys!" Twilight said quietly, "We're here to save you!"

The remaining heroes all spreaded out as they each unlocked some of the cages that contained the Toads.

"Polterpup!" Luigi shouted in joy, as he ran up to an orb that held his ghost dog captive.

The dog barked with affection, wagging its tail upon seeing its master, and licking the glass wall.

Mario, meanwhile picked the lock on a door that kept three Toads captive.

Twilight meanwhile was using a spell to turn the bars on most of the cages into cheeses which later crumbled and scattered so. This enables the captive Toads to escape.

Spike breathed fire on some cage bars and was able to break them all off.

Tails was elsewhere in the dungeon looking for the other heroes. Then, he hears a call.

"HEY! Tails over here!"

It was none other, than Sonic, who is locked up and is constantly running while being contained in a huge glass sphere (don't worry; it has holes so he can breathe) that is being held up by two iron bars which kept it off ground.

"Sonic! Don't you know that you look like a hamster running in a ball?" Tails asked, while looking as if he was about to laugh.

"I know the indignity I'm in, so don't bring it up again okay?" Sonic grumbled. "Now get me out of here!"

"Um, shouldn't your stop first?" Tails asked.

"I can't!" Sonic replied. "Those X-Nauts dude placed something in my ear and….now I can't stop!"

"You think you're suffering?" called out a voice.

Tails turns around to see Rainbow Dash being chained to a wall as she constantly flaps her wings and appears to be struggling to break free while she said, "One of those weirdoes placed a chip in my ear as well! Now I can't stop my wings and it feels like they're gonna fall off!"

Then, Twilight suddenly came up.

"All the Toads are free Tails!" she said. "But we couldn't find Princess Peach. She's not in the dungeon."

Then, Twilight notices what Sonic and Rainbow Dash are doing. She said as she giggles slightly, "What are you guys doing?"

But before Sonic or Rainbow Dash can answer, Koopas, Goombas, Changelings, Duplighosts, Trolls, Cyclops, Egg Swats and Rhynocs appear in the room.

Twilight then thought of a plan before she said, "It's now or never."

"Twilight? What are you…wait….WHAT ARE YOU DOING?!!" Sonic asked as Twilight uses her magic to destroy the bars that keeps Sonic's rolling ball off the ground. This causes the ball to roll onto the ground at a high intense speed as it rolls into the enemies and squashing most of them.

Twilight then moves onto Rainbow Dash and cuts the pegasus's chains. After that, Rainbow Dash took off, screaming, and was flying so fast that she immediatly, created a Sonic Rainboom in the room, and was unable to stop herself from breaking through a wall, leaving a Rainbow Dash shaped-hole in the process. Then she came back into the room, but left another hole that is shaped like her next to the first one.

More enemies enter the room as they attempted to capture the heroes, only some were squashed by Sonic's hamster-like ball, while the others were sent flying like bowling pins by Rainbow Dash.

The rest of the heroes just sit back and watch what was happening.

Then Twilight noticed that Spyro and Sparx aren't anywhere in the dungeon. "Hey! Where are Spyro and Sparx?"

The heroes all looked around, before they replied, "Looks like they're not here."

Mario then answered. "They're a-probably in the next a-room with the other a-Toads!"

"So you know where it is?" Twilight asked.

"Yeah! It's a-this a-way!"

All of the heroes followed Mario as he runs toward a door that slides open as he slams down on a big red button on the control pad next to the door.

The heroes broke into a run after they entered through the door, mainly because they want to save the Toads and Princess Peach as quickly as possible. That and they wanted to avoid getting run-over by either Sonic or Rainbow Dash, who are still running and flying nonstop.

At last, they made it to the next room. All of the heroes cleared a path for Sonic and Rainbow Dash to get through and avoid getting crush by either of them. Only the problem is.

"SONIC!! You're gonna fall of the ledge!" Tails called out.

But too late. Sonic couldn't make a swift turn fast enough and went flying off the ledge and almost crushed some Toads trapped in a few cages beneath him. But luckily, Rainbow Dash was able to knock the ball into a different direction, which happens to be heading towards a troop of a few Egg Swats that were patrolling through the dungeon and crushes them.

"Thank you Rainbow!" Sonic screams, before he realizes he's heading toward a pool of lava. "HELP ME RAINBOW!!!"

"I'm coming Sonic!!" Rainbow Dash replied, as she makes a right turn while knocking some more X-Nauts, Egg Swats, Cyclops, Arkeyan Jousters, and Koopatrols out of the way like bowling pins, and made it in time to knock Sonic away from hazard with one big punch.

"Thank you Rainbow Dash!!" Sonic yells as he now rolls in the other direction.

"You're welcome Sonic!" Rainbow Dash replied before she noticed some more caged Toads ahead and sent them flying in the air. "Sorry," she apologized.

The caged Toads later landed back down, before they screamed as Sonic came running up to them while saying, "No, no, no, NO, NO, NO!!" The Toads were sent flying up into the air after Sonic crashed into them, leading him to say, "Sorry!"

"Sorry!" Rainbow Dash apologized when she crashed into the Toads again.

"Sorry!" Sonic apologized, as he repeated the incident.

"Sorry!"

"Sorry!"

"Sorry!"

"Sorry!"

"Sorry!"

The two speedsters kept this going on until Rainbow Dash quickly grabbed ahold of a nearby pole with her hooves to prevent herself from moving any further. "Twilight! Help!! Get this thing out of my ear!!"
Twilight jumps down from edge of the platform along with the other heroes as they gather around Rainbow Dash. Tails took out a flashlight and shines a light inside Rainbow Dash's ear allowing Twilight to see the chip before she takes it out with her magic and Rainbow Dash finally stops.

"Oh yeah! I'm going to feel this next week!" Rainbow Dash said as she sits down and folds her exhausted wings.

"GUYS!! GET OUT OF THE WAY!!!" Sonic screams as he was heading towards the heroes.

The heroes got out of the way. All except Mario, who summons a huge hammer and hits the glass ball that Sonic is trapped in. The force made from the hammer was so tremendous that it causes the ball to flying into a wall with great momentum, and the ball was smashed into pieces after it bounces off the wall and Sonic flies out of the ball and onto the ground.

However, this still doesn't stop Sonic as he continued running and accidently knocks Mario into a cannon, which fires the plumber into the air and straight towards a gilded cage where Princess Peach is.

"Mario!" Princess Peach called out in surprise.

"Princess!" Mario cried. "Don't a-worry a-princess. I'll a-save a-you!"

Meanwhile, Sonic, like Rainbow Dash, was unable to stop himself and constantly runs out of control while repeatedly bounced off of cages and walls and into some of the heroes as well.

Sonic eventually grabs ahold of the pole that Rainbow Dash had grabbed onto earlier, and struggles to move anywhere else. Unfortunately, the pole was brittle and badly damaged from Rainbow Dash's strong grip, so it broke off and Sonic is once again running like crazy.

"Somebody stop me!!!" Sonic cried out before he unknowingly steps onto a switch that causes the cage that Peach is trapped in and the same one that Mario is on to fall at an alarming speed.

The cage, however, fell on top of Sonic and knocks the chip out of his ear in the process, while knocking him unconscious.

"Princess a-Peach! You okay?" Mario asked after he frees Princess Peach from the cage.

"I'm okay Mario," Princess Peach said. "Oh dear! Poor Sonic!"

"He'll be okay," Tails said as he places Sonic onto Twilight's back. "But we need to find Spyro and Sparx before we're on our way to confront Bowser and stop the Syndicate."

"Spyro and Sparx?" Princess Peach inquired. "Are they the purple dragon and a yellow dragonfly?"

"Yes!" Twilight said. "Do you know them?"

"I think I've seen those two before!" Princess Peach began. "Last time I saw them, they were in this room, chasing a Bandit who was carrying a badge. They were able to catch the Bandit, but the badge ends up in the paws of a mischievous rabbit and they both went after it. That's the last time I saw them."

"Gosh," Spike began. "I hope they'll be okay."

"I'm sure they'll be fine, Spike," Twilight said as she placed a comforting hoof on Spike's shoulder. "We just need to go and free some more Toads. I'm sure they'll show up eventually."

"Then let's go and free some toads and kick Spiky Shell's butt!" Rainbow Dash shouted. "C'mon, let's do it to it!"

And with that, the heroes all left the room.