An Ultra Catastrophe

by TheEpicKyurem

Rating: everyone
Tags: Twilight Sparkle, My Little Pony: Friendship is Magic, Main 6, Other, Fluttershy, Adventure, Crossover
Length: 6413

After Fluttershy finds a strange creature in the Everfree Forest, otherworldly beasts begin to come to Equestria. Can she and her friends stop this new threat?

Equestria is about to witness a new change, and with that change comes new friends, as well as enemies. After finding a strange creature in the Everfree Forest, Fluttershy, along with her friends, unknowingly trigger a chain reaction of events that bring a new and mysterious threat to the land of Equestria: Ultra Beasts. Soon, she and her friends journey out to find these beasts and contain them, but it will not be easy, especially when there is a bigger threat to worry about. A threat much stronger...

Published 2016-12-11 21:30:01 UTC
Last updated 2017-09-11 15:28:06 UTC

Chapter 1: A Mysterious Occurance

It was a bright and sunny day in Equestria. The sky was a perfect shade of blue, and there was not a cloud in the sky. Near the edge of the Everfree Forest, a certain shy pegasus was picking medicinal flowers to make medicines for her animals.

“Oh, I do hope that I can make enough for everyone..,” Fluttershy said quietly. She was a pale yellow pegasus mare with a pink mane and three butterflies for a cutie mark. Her supplies have run low, so she had went to the edge of the Everfree in order to find special ingredients. Normally, she would have gone into town and buy the ingredients, but she was looking for specific plants that could only be found near and inside of the Everfree. She was carrying saddlebags that were full to the brim with rare flowers used for medicine. After bending down and picking one last flower, she put it into her bag and turned to go home.

“This should be enough,” she said to herself as she walked down the path that led to her house. “Hopefully Angel took care of everyone while I was gone.” Suddenly, a loud boom filled the air around her. Out of instinct, she leaped into a nearby bush, trembling in fear. Peeking her head out, her jaw hung open at what she saw.

Up in the sky was what appeared to be a giant hole that pulsed blue and white. Fluttershy looked up in a mix of fear and awe. “W-what is t-that..,” she stammered, her legs shaking underneath her. A minute passed with nothing happening. Then, a dark speck dropped out of the hole, falling into the Everfree, before disappearing into the trees. Not long after, the hole closed in on itself, and the sky returned to normal like nothing happened.

Fluttershy crept out from inside of the bush, looking each way to see if it was safe to come out. She then looked to the direction that the speck fell from.

“What was that..,” she asked herself. “Could it have been an unknown creature?” She hesitated, before shaking her head and heading into the forest. She knew that the Everfree Forest was a dangerous place, but more recently, she had found places inside of the forest where it would be safe to travel. She still dared not to make a sound, though, as the animals that lived in the Everfree were unpredictable. As she walked deeper into the forest, it became darker as the canopy of leaves above her became thicker. Soon, she came into a clearing with barely any sunlight, save for the few rays that managed to get through the cracks in the leaves above.

In the middle of the clearing was a strange being that she had never seen before. It was like a small purple and blue blob with a black face and blue cheeks. A yellow crest went around its body and stopped at its face, and it had two small appendages that glittered with stars, much like Princess Luna’s mane. Its eyes were closed, and looked like it was unconscious. Instantly, Fluttershy ran over to it.

“Oh you poor, poor thing!” she exclaimed, picking it up and holding it in her hooves. “Don’t worry little one. I’ll take you to my cottage and help you get better.” She put the strange creature in her saddlebags and took of to her cottage, wondering what this strange creature could possibly be. ‘Maybe Twilight might know what it is..,’ she thought to herself as she ran out of the forest and to her house.

Reaching her small cottage, she took the creature out of her bag and set it down on the couch, putting a blanket over it. She then proceeded to the kitchen to make some medicine for the unconscious creature. She tried to work quickly, preparing the medicine in a few minutes. She then went back to the couch and sat next to it on a stool. By this time, the creature was beginning to open its eyes. Fluttershy looked at it, relieved.

"Oh thank goodness!" she said excitedly. "I didn't think you would wake up!"

"Cos?" the creature asked, a quizzical look on its face.

"Wait, can you say that again?" Fluttershy asked, rubbing her ear to make sure she heard that correctly.

"Cos? Cos, cosmog!" it said, a tint of worry in its voice.

"W-what?" Fluttershy said quietly. "But.. But that's impossible! I can understand all kinds of creatures!" She got up from the stool, and paced across the room worriedly. "This doesn't make any sense! I should be able to understands it." She stood still for a moment and looked at the creature in front of her. "It looks healthy enough.. I don't think it needs the medicine now.." She grabbed the medicine and put it in the fridge to save it for an emergency. She then went back and looked at the creature, trying to make heads or tails of what it was. Suddenly, the creature jumped onto her head and nestled into her mane.

Fluttershy smiled. "You really seem to like my mane, don't you little one?" she said softly.

"Cos.. Cosmog smog..," the creature said tiredly, before falling asleep in her mane.

Fluttershy thought for a moment, then turned to leave the house.

"I should tell the others about this..," she said, before leaving the house and shutting the door behind her.

Chapter 2: A Name for the Creature

Fluttershy knocked on the doors of Twilight's castle, the creature sleeping in her mane. A few seconds later, it opened, revealing Twilight.

"Oh good," Twilight said in a worried tone. "I was about the have Rainbow Dash come and get you. You saw the giant hole earlier, right?"

"Yes, I did," Fluttershy said. She then lifted the small creature from her mane and held it in her hoof. "You'll never believe this, but this little guy fell out of the hole!" Twilight stared at the creature, who was beginning to wake up after being removed from Fluttershy's mane. It yawned, and then smiled at Twilight.

"Cos!" it exclaimed.

"I-I can't believe this!" Twilight said in shock. "Come on, the others are waiting inside." With that, she turned and walked inside of the castle, Fluttershy following not too far behind. They then came to a room with five other ponies and a baby dragon waiting inside.

"Hey, Fluttershy!" Rainbow Dash called out. "What took you so long? We were starting to get worried!"

"Oh, I'm sorry I wasn't here sooner, but I was taking care of a creature I found," Fluttershy said, before showing the others the small creature. "It came from the hole that appeared in the sky earlier today." The others crowded around her and looked at the strange creature that she was holding.

"It's so cute!" exclaimed Pinkie Pie, before picking it up with he hooves and giving it a hug. The creature didn't seem to mind, however, as it gave some happy noises in return.

"I must agree with Pinkie Pie, dear," said Rarity. "It is absolutely adorable!"

"It is kind of strange, though," Starlight said, a quizzical look on her face. "It looks like there is a tiny universe inside of it." She motioned for Pinkie to give the creature to her, which she did reluctantly. Starlight then proceeded to study it, murmuring to herself. "How is it possible that I can hold it? It seems like it would be like a gas, but it isn't.."

"Well, I for one think we should give it a name," said Applejack. "Otherwise we will have to keep calling it 'the creature' if we ever want to talk about it."

"I agree," Twilight said. "But what should we call it?"

"Well, it keeps say what appears to be Cosmog. Maybe that's its name?" asked Fluttershy. The whole room went silent, all eyes trained on her.

"Cos!" The creature suddenly exclaimed, before nestling itself back into Fluttershy's mane. "Cos! Cosmog!"

"I think it likes that name," said Rainbow, a smile on her face. "Anyone disagree?" No one spoke. "Alright then! I guess we're calling it Cosmog for now." Everyone in the room agreed, before Twilight stepped forward.

"We should take it to Princess Celestia," she said. "She may know what it is." A few seconds after she said that, however, Spike belched out a green flame, which manifested itself into a scroll. Twilight took the scroll in her magic, opened it up, and read it to herself. The scroll then dropped to the ground as she released her magical grasp on it. "We have to go to Canterlot right now!" she exclaimed, a hint of worry in her voice. She then hurried out of the room, the others following her outside.

About an hour later, the seven mares and Spike stepped off of the train and hurried to Canterlot Castle. the home of the royal sisters. Practically running inside, they were greeted by Princess Celestia, who had a worried look on her face. After a few greetings, they all headed into the throne room to discuss.

"So," Celestia said after a brief silence. "I take it that you all saw the giant hole in the sky sometime earlier?" They all nodded. before Fluttershy stepped forward, holding Cosmog in her hooves.

"After the hole disappeared, I found this little guy in the Everfree Forest," she said quietly. "It seemed to have fallen through, and we were wondering if you knew what it was."

Celeste studied Cosmog and frowned. She had never seen such a creature before, and she wondered how a creature like this could even exist.

"I'm sorry, Fluttershy," she said. "But I have no idea what this is, and I doubt anyone else does." She brought out a scroll and opened it. "However, there are more important matters to discuss, mainly having to do with the hole in the sky. You see, that was not the only hole that appeared." Everyone in front of her gasped, but before they could say anything, Celestia held up a hoof to keep them quiet. "These holes have been appearing all over Equestria apparently. With most of them, nothing has happened." She levitated the scroll to Twilight. "But I think you will find this interesting." Twilight took the scroll in a magical grip and read over it. before letting out a small gasp of surprise.

"What did it say, Twilight?" Rainbow asked impatiently.

"This.. This isn't possible!" Twilight exclaimed. "Parasitic creatures that look like jellyfish? That is straight out of science fiction!"

"I am afraid it is true, Twilight." Celestia said. "That is why I want you and your friends to go and study them and, if need be, drive them out."

"Don't worry, princess," said Twilight. "We won't let you down." She then motioned to her friends to follow her and they left the room. When they were gone, Celestia sighed, before re-reading the scroll.

"I hope that these new creatures are not a threat to Equestria..," she said quietly. "For everypony's sake..."

Chapter 3: UB-01 Part 1

A woman with lone blond hair looked through a portal, her eyes gleaming with excitement. What she saw inside was a large city with a tall crystal castle at its center. A smile formed on her face as she turned around from the portal and walked away from it.

"Soon, my children and I will find a new place to call home," she said. "Far away from the one I left behind..."

Twilight stepped off of the train, the sun shining so brightly in her eyes that she had to squint. She waited for the rest of her friends to get off, before setting off for the Crystal Empire.

"Finally!" Rainbow Dash exclaimed. "That train ride felt like it took forever!"

"Rainbow Dash, dear, you should really be more patient," said Rarity as she rolled her eyes at her.

"Yeah," Applejack sighed. "I can't count how many times you complained on the way here.."

The group entered the city, only to be greeted by empty streets. There was nopony in sight, and Rainbow Dash swore that she saw a tumbleweed pass by.

"Hey, where is everypony?" asked Pinkie as she looked around.

"I think it may have something to do with the strange creature that came here..," said Twilight. "We should keep our guard up."

The group made their way to the castle in the center of the city. Underneath the castle stood the Crystal Heart, slowly spinning on its pedestal. Beside the Crystal Heart stood Princess Cadence and Shining Armor.

"Twilight!" said Shining Armor when he saw them. "We're so glad you're here. These strange creatures have been appearing everywhere, and we don know why, or what they even are."

"Don worry big brother," Twilight said. "That's why we're here. Princess Celestia sent us to investigate these creatures that you have seen. Where was the last lace you saw them?"

Suddenly, Shining Armor's face went pale. "T-T-Twilight..," he stammered, pointing behind Twilight. "I-I think you should t-turn around.."

"Shining, I never seen you so scared before. Why are you acting like thi-" Twilight cut off her sentence as she turned around, a look of fear creeping onto her face. The rest of her friends turned as well, and looked in fear and awe. Floating in front of them was strange, jellyfish-like creature. It had markings on its head that looked like six-pointed stars, and had 12 tentacles, some smaller than others. Its body was completely white except for the tips of some of its tentacles, and its head looked like it was transparent.

After a short period of silence, Fluttershy spoke. "W-W-What is t-that!?" she asked, fear in her voice.

The creature just floated in front of them. It seemed to be studying the ponies in front of it. Then, without warning, it summoned multiple bright gems, which were then launched at the group. Twilight quickly put up a shield spell, blocking the gems.

"I don think it's here to be friendly," said Applejack, before getting into a fighting stance. The creature then launched a purple glob at her, which she just barely managed to dodge. Applejack then ran up to the creature, turned around, and kicked it, sending it flying backwards a little bit. The creature soon recovered, however, and the proceeded to grab Applejack with its tentacles, squeezing her.

"Hey!" yelled Rainbow Dash "Nopony hurts my friends!" She flew strait at the creature and hit it, making it loosen its grip on Applejack just enough for her to escape. The creature regained its balance and launched a colorful wave from its tentacles at Rainbow Dash. It hit her, making her fall to the ground. Applejack ran to Rainbow Dash, making sure she was alright. Meanwhile, Rarity stepped forward, her eyes narrowing.

"Normally, a lady such as myself would never fight," she said. "But when somepony hurts my friends, I will rip them to shreds!" She then used her levitation to lift the creature up into the air before slamming it into the ground. "That is for hurting Applejack," she said, before slamming it into the ground again. "And that is for hurting Rainbow Dash!" She then proceeded to throw the creature, making it land in the middle of the street. The creature, however, simply got back up as if nothing had happened.

"Brr-rrr-rrr!" it shouted, before launching another volley of gems at the group. Twilight cast another shield spell, blocking them.

"What do you want?" she asked, confusion and worry in her voice. The creature just stared at her, despite not having eyes. She stepped back a little, watching the creature. Suddenly, the creature flickered in and out of existence. "W-What?" Twilight stammered, unsure of what just happened. There was a sudden flash of light so bright that everyone had to close there their eyes. When they opened there eyes, there were more of the same creature in front of them.

"There are more of them!?" said Rarity, backing away from the creatures as they closed in on the group of ponies. Suddenly, a beam of magical energy hit one of the creatures, sending it flying back.

"Everypony inside the castle!" said Shining Armor. "I'll hold them off!" As everyone ran into the castle, he fired multiple balls of magical energy at the creatures. Most of them hit their targets, but the ones who were not hit shot green globs at the unicorn. Shining Armor quickly put up a shield spell to deflect them, but he didn't see the the creature that was behind him. The creature suddenly grabbed Shining Armor, wrapping him with its tentacles. He twisted his head back and fired a magic beam from his horn, but it did little damage to the creature. The creature squeezed harder, and despite his efforts to stay awake, Shining Armor fell unconscious.

Chapter 4: UB-01 Part 2

Twilight paced back and forth, a look of worry on her face. Her friends watched her as she walked in silence.

"Twilight, are you alright?" Fluttershy asked, breaking the silence.

"No, I am not ok!" Twilight said, fear in her voice. "Shining Armor is fighting those things alone! I have to help him!"

"Twilight," said Cadence as she walked up to her. "I'm as worried as you are, but worrying will get us nowhere. We need to believe in him. Besides, if I know Shining, he'll be walking into this room any minute."

Just as she said that, the door suddenly opened, almost throwing it off of its hinges. Standing at the doorway was none other than Shining Armor, but something didn't look right about him.

"See? I told you he would be alright," said Cadence, letting out a sigh of relief. Shining Armor just stared at the ponies in front of him, not making a sound.

"Hey, uh, anypony else getting a bad vibe from him?" asked Applejack, fear creeping into her voice. "Or is it just me?"

"Come to think of it, he does seem a little... different," said Twilight, before taking a step towards the unicorn. Suddenly, Shining Armor jumped up and fired a volley of magic spheres at Twilight. She barely had enough time to cast a shield spell before they hit. The balls of magic exploded on contact with the shield, sending clouds of smoke and dust across the room. Shining Armor charged though the smoke, attempting to take Twilight by surprise, but was soon blindsided by Rainbow Dash, who charged into him and knocked him away.

"What has gotten into him?" asked Rarity, not being able to comprehend what just happened. "Why did he just try to attack Twilight?"

"Twilight, do you remember what the scroll that Princess Celestia gave you said?" she asked her. "I think it mentioned something about these creatures being parasitic." Twilight thought for a moment, before putting two and two together.

"Oh no, you don't mean..." she started to say, before stopping, not wanting it to be true.

"I'm afraid so, Twilight," Starlight told her, before looking back at Shining Armor. "Somehow, one of the creatures must have been attached to him, and is now controlling him!"

"How are we supposed to get it out, though?" asked Twilight.

"I think I may have an idea," said Cadence as she walked up to the two. "One of my subjects was possessed by one of those creatures earlier, and because of that incident, I found out how to rid a pony's body of these creatures. It takes a lot of concentration, however. Can you and your friends hold him off while I get ready?" There was a pleading look in her eyes as she said this, but also a look of determination.

"You can count on us!" said Twilight, before getting into a fighting stance.

Shining Armor charged towards Twilight, but before hitting her, she teleported away in a flash of light and reappeared behind him. Shining Armor skidded to a stop and was about to charge again, when he felt something hit his hoof gently.

"Cosmog!" yelled Fluttershy. "Get back here! You might get hurt!"

Shining Armor tried to kick Cosmog away, but the small creature dodged his kick. As he was distracted by Cosmog, Applejack ran up to him and kicked him in the side hard, sending him flying into a wall. Fluttershy then went over to Cosmog and picked it up.

"Don't run off like that again, ok?" she said quietly, before putting Cosmog back into her mane. "You made me very worried."

Shining Armor slowly got up, before getting hit by a magic blast by Twilight, which brought him down.

"Alright! I'm ready! Stand back everypony!" yelled Cadence. Her horn was glowing with energy, and a few seconds later, she fired it all in one beam of magic straight at Shining Armor, engulfing him in it. After a minute or so, she stopped, and fell to the ground, the spell having taken most of her energy. The group looked at Shining Armor worriedly, before seeing a small white light emit from his horn. The light lifted into the air and grew bigger until it had transformed into one of the creatures. As soon as she saw this, Twilight fired a magical beam at the creature, which countered with a green glob. The attacks collided, resulting in an explosion of white smoke.

"Keep your eyes open and find it!" said Twilight. "We don't know when it will attack!"

A gem suddenly came out from the smoke and almost hit Rainbow Dash. Soon, more gems flew towards them, narrowly missing before Twilight cast a shield spell to block the rest of them. Rarity grabbed a few of the gems in her magical grip and flung them back. There was a sudden screech from inside of the smoke cloud, before four tentacles shot out, grabbing Fluttershy and Rainbow Dash.

"Hey!" Rainbow Dash yelled. "Let go!" She hit the tentacles with her hooves, but that did nothing to make them let go. Cosmog suddenly came of out of Fluttershy's mane and saw the two pegasi struggling to get free. The small creature closed its eyes, and a blue light enveloped it. The same light enveloped Rainbow Dash and Fluttershy.

"H-huh?" asked a surprised Fluttershy. "W-what's going on?"

Then, the light turned white, and the two pegasi vanished from the creatures grip. Cosmog had vanished as well, but in a a few seconds, the three of them reappeared a little ways away from the rest of the group.

"Wait, did Cosmog just teleport us out of there?" asked Rainbow Dash.

"I think it did..," said Fluttershy. She looked at Cosmog and picked the small creature up in her hooves, placing it back in her mane.

The creature in front of them screeched, before launching a colorful wave at the group. Starlight and Twilight fired beams of magical energy to counter it, and after a few seconds, the beams broke through the wave and hit the creature in the head. The creature screeched in pain, before falling to the ground, weakened. Starlight then used a spell that that trapped the creature in crystal, making it unable to move.

"We... we did it..," Twilight said, panting. She walked up to the now crystallized creature and studied it. "It's amazing how a creature like this can even exist.." There was a sudden cracking sound that echoed through the room. Cracks began to cover the crystal that the creature was contained in, before it broke apart. The creature rose into the air, screeching so loudly that everyone in the room had to cover their ears. Suddenly, a bright flash emitted from the creature, before it disappeared in the light. The light died down, before it too disappeared.

"it's gone..," Fluttershy said quietly as she walked up to the spot the creature had been moments ago. Cadence walked over to the group, a small smile on her face.

"Shining Armor is going to be alright," she said. "He just needs to rest. I am so grateful that you helped to stop the creatures from invading."

"Think nothing of it, dear," Rarity said. "We only did what was right." The rest of the group nodded.

"We should go back to Canterlot and report back to the Princess," said Twilight. "I think that she will be glad that we got rid of these creatures. However, I wish that I could have learned a bit more about them.."

"It's alright Twilight," said Rainbow Dash. "Besides, how were you going to study them if they kept on attacking you?"

"I guess you're right," said Twilight, before turning back to Cadence and smiling at her. "I really hope that we can see each other when things aren't too hectic."

"Me too," said Cadence, before hugging Twilight. After the hug, Twilight and her friends left the castle and made their way to the train station. Cadence watched as they left, before a small frown came upon her face. "I just hope that you and you're friends stay safe..," she whispered to herself, before going back inside of the castle to take care of Shining Armor.

A woman sat on a rock, petting one of the jellyfish creatures, when there was a sudden flash of light. Another one of the creatures came through the light and fell to the ground, exhausted. The woman got up from the rock and walked over to it.

"Oh, you poor, poor thing," she said as she put its head into her hands and stroked it. As she tried to comfort it, the creature had bruises and scratches all over its body. "Who could have done such a thing..," the woman whispered. A man soon came into the chamber. He had white, spiky hair and was wearing a white t-shirt under a black jacket, black pants, and white shoes. Around his neck he wore a golden necklace with a symbol etched into it, and on his head were a pair of yellow glasses.

"Lusamine," he said, worry in his voice. "Don't you think you're taking this a little too far? I mean, seriously, thinking that these things are your children? That's just weird." The woman looked up at him, a cold gaze in her eyes.

"You know as well as I do that these creatures need my help, Guzma," she said. "And I will do anything to help them. Even if it means wiping out an entire species." She took her hands off of the creature, which proceeded to float away. "This new world that I have found is perfect for my children, and I will not let anybody stand in my way of taking that world."

"Yeah, but killing off an innocent species?" asked Guzma. "Even by my standards, that's just plain cruel man."

"They are not innocent..," Lusamine said quietly. "You saw what they did to my child. Those ponies are not a species to be underestimated." She got up and walked over to two nearby portals. One showed a small western-looking town near a giant apple orchard, and the other showed a large city by an ocean. "I believe we should show them what my children are really capable of," she said, a smile forming on her face as she turned around. "Don't you agree?"

Guzma didn't say anything, but nodded and walked out of the chamber. Lusamine then turned back to the portals, her smile growing wider. "This new world.. I am giving it all to you my children..," she said quietly as she looked through the portals.

Chapter 5: A New Threat

Twilight and her friends walked into the throne room, their spirits high. They had just defeated the strange creature that had invaded the Crystal Empire, and they were excited to share their new with Princess Celestia. As they walked in, their smiles faded as they saw Celestia with a grave look on her face. She held two scrolls in her magic, and was reading them over and over again. She soon noticed the group come in and laid the two scrolls on the floor in front of her.

"Princess," said Twilight, breaking the silence. "We successfully drove out the strange creatures that were attacking the Crystal Empire." A glimmer of relief shined on Celestia's face, before being replaced by a look of fear.

"I am afraid that that invasion was just the beginning," she said. "It seems like more strange creatures have been appearing in Equestria." There was a collective gasp from the group, before she continued. "There have been reports of bug-like creatures in Appleoosa and Manehattan. Surprisingly, there are two types of them, and only one type appears in each area."

"Appleoosa's being attacked!?" said Applejack, fear creeping into her voice. "I hope that Braeburn and the others are alright."

"And I hope that my boutique in Manehattan is still standing!" said Rarity, which resulted in glares from the others. "Oh, uh, and all of the ponies living there of course."

Twilight sighed and applied a hoof to her face, before turning towards her mentor.

"Don't worry Princess," she said. "We'll take care of it. We'll split up so we can get this done faster."

"Um, Twilight?" Starlight asked, walking up to her. "Is it alright if I stay here? Princess Celestia might need help tracking the creatures if more show up."

"That sounds like a great Idea, Starlight," said Twilight. She then turned to the rest of her friends. "Alright. Applejack, Rainbow Dash, Pinkie, you three head to Appleoosa. The rest of you, you'll go to Manehattan with me. Hopefully we can stop these invasions before too much damage is done."

"Well, then I wish you all good luck on your journey," said Celestia. "Starlight and I will try and see if any more of these Creatures have come into our world. In the meantime, you six drive out the two creatures that we have just discovered."

"We won't let you down Princess," said Twilight. "Come on, girls. Let's go." The six then hurried out of the castle, before splitting up to go to their respective places.

Lusamine stood in front of two portals, watching the destruction below her. Behind her, Guzma sat on a nearby rock, not knowing what to make of what he was seeing.

"Man, she really had gone nuts..," he said to himself. "Why did I even follow her?" He got up from his seat and walked towards the woman, before standing next to her. Lusamine didn't turn towards him, but she knew he was there.

"Isn't it beautiful, Guzma?" she said calmly. "My children are paving the way to our future. Soon, we will live in a world with no worries, where we will never be ridiculed for what we do or who we are." She closed her eyes, imagining her ideal world. "This is the world we were meant to be in, Guzma, and I'm not going to let anyone take it away from us."

Guzma stayed silent, watching the portals. In one of them, a big, muscular, red bug was tearing up trees and destroying buildings. In the other, a slim, white bug was kicking buildings and making them crack. Guzma looked in horror. Never before had he seen such destruction, and unlike the destruction that he caused, he didn't like it. Lusamine opened her eyes and look to the portals again, but her smile faded into a frown.

"So they did come..," she said quietly, anger rising into her voice. "The ones who hurt my child.. No matter. Now that they are seperated, they will be weaker than before." The portals zoomed in on the groups of ponies. Suddenly, Lusamine gasped. In the portal that showed the city, there was a yellow pegasus mare with a pink mane, and in her mane was a creature that Lusamine thought she would never see again.

"A Cosmog..," she said quietly. A small smile formed on her face. "If I can get my hands on it, I can send the rest of my children to that world." She turned from the portals and spoke to Guzma. "Guzma, bring me one of the electric beasts," she said. "I think I may have just found out how to take over this world."

"O-of course, Lusamine!" he said and hurried off. Lusamine smiled and, after looking at the portals one more time, left the room.

Chapter 6: Attack on Manehattan

The three mares walked down the desolate streets in silence. The buildings on both sides of them were cracked, as if something powerful had hit them. Windows that had gotten in the way were shattered, and there were small craters in the ground in front of the buildings.

"I never knew that a creature could cause so much damage..," Fluttershy said quietly, breaking the silence. "Who knows how much damage it has already done?"

"I just hope that everypony's safe..," said Twilight. "It's not every day that something attacks this city. They may not know how to react."

Suddenly, Twilight heard a sound nearby. She pulled the other two mares behind a building and looked out from behind it. What she saw made her gasp in shock. Several yards away was a tall, white, bug-like creature. It had two, long antennas that came from its head, and had what appeared to be long, white hair. It walked slowly down the empty street, not noticing the three ponies hiding behind the building. Suddenly, in a quick blur, it lashed out against a nearby building with its legs, leaving cracks where it kicked. The three mare's eyes widened in shock at the display of quickness and power. They quickly hid back behind the building.

"Okay, we're doomed," Twilight said, wondering how a creature could move so fast but also have that much power. "I don't think that we can stand a chance against that thing."

"You cannot give up, Twilight," Rarity said. "None of us can. Don't forget that we can do anything together, as long as we have each other."

"Rarity's right, Twilight," said Fluttershy. "I don't want to fight that thing as much as you do, but we can't just let Manehattan get destroyed. It's not right."

"Cos!" said Cosmog, poking out of Fluttershy's mane as if agreeing with her.

"You're right girls," Twilight said, then sighed. "It's just that I've got a bad feeling about this one. Something tells me that this creature is stronger than the ones that we faced in the Crystal Empire."

"Well, if we go down, we will go down knowing that we did our best," said Rarity. "Now, let's go out there and run that ruffian out of this city!"

The others nodded and peeked their heads out form behind the building again. To their surprise, however, the creature had left, leaving a cracked and dented building in its wake.

"What? Where did it go?" Twilight asked, confused.

She heard a sound behind her, and turned around to see the beast right behind her! She jumped back, surprised, before taking a fighting stance. Fluttershy and Rarity stood beside her, ready to help if needed. Twilight began to charge magic in her horn, but before she could, the beast slammed into her. She cried out in pain and flew backwards, hitting the ground. Getting up slowly, she launched a magical beam at the creature, but it dodged it effortlessly. A light began to surround the creature, and it started to move faster.

"What?" said Twilight. "How can that thing move even faster!?" She was soon hit again by the creature. The force of the impact made her slam against the wall of a building, leaving a small dent in it. Rarity and Fluttershy ran quickly towards their fallen friend.

"Twilight!" Fluttershy said worriedly. "Are you alright?"

"Yeah..," said Twilight, getting up slowly. "I'm fine." Looking in front of her she saw the beast heading towards her at impossible speed. "I'm going to have to rethink my strategy..," she said, before teleporting to the top of a tall building. She looked down to see the creature hopping on top of the buildings to get to her. Twilight focused her magic and shot a magic blast at the creature just as it was jumping. It hit, and the creature was forced back by the shot, falling onto the roof of another building.

The creature rushed at Twilight again, but this time she put up a magical shield, blocking the attack. She then fired another blast at point-blank range. The creature was slammed into the side of a building because of it, before falling to the ground. Twilight flew down to examine the damage, walking up to the creature. Her horn glowed with magical energy, just in case the creature started to attack again. Thankfully, it seemed to be knocked out. Of course, she could always be wrong. Just as she approached the creature, it opened its eyes and let out a powerful flurry of kicks at Twilight. She just managed to teleport away, but it didn't matter. The creature caught up to her in mere seconds, and gave a powerful kick to her side. Twilight was thrown back by the force, landing on the ground with a hard thud. She got up slowly, a large bruise on her right side.

"Well, if you want to play dirty, than I will too!" she says, before flying up and launching a blade-like projectile of magic at the creature. It dodged it effortlessly, but Twilight knew that would happen. The projectile hit the ground, creating a shock wave that hit the creature as it dodged. Twilight then fired a beam from her horn, slamming the creature to the ground.

Rarity and Fluttershy ran up to Twilight as she cam down, panting. Checking to see if she was alright, they all went up to the creature to examine it.

"Well, I think that's that," Twilight said, before noticing a small light coming from the creature. The light expanded, before engulfing the creature and blinding the three ponies. When the light vanished, so did the creature.

"It seems like after we defeat them, they are transported back to where they came from..," said Rarity. "But at least that's over."

"Yeah. I just hope that the others are alright..," Twilight says, looking at the destruction that lay around them. "Who knows how strong the other creature is."